Terms & Conditions
Please read through these Terms and Conditions carefully before using Adhesion’s services and/or website. By engaging in services with Adhesion, or by using Adhesion’s website, you agree to be bound by these Terms and Conditions. These Terms and Conditions are subject to change and it is your responsibility to check any changes.
The terms "Adhesion", “we”, “us” and “our” in this document refers to Adhesion Limited, a legal entity whose employees have limited liability, as defined in the New Zealand Companies Act 1993.
Moral Duty of Care
Adhesion is a Digital Marketing Agency that employs industry best practices to provide products and services to a reasonable standard of quality in a professional and timely manner. Unless specifically agreed prior, Adhesion is the sole arbiter of product and service suitability.
Website & Email Services
Transfer of Ownership
Risk in and title to products and services provided to you by Adhesion shall pass to you upon receipt of cleared funds for all balances due in respect of such Products and services. This includes hosting services for websites and email systems managed by Adhesion on your behalf.
Because Adhesion’s services are highly personalised to each customer, prices shown on Adhesion’s website, downloadable brochures and other marketing collateral are to be treated as estimates only, not as exact offers or final quotes. All prices exclude GST unless otherwise stated. Any quote you receive from Adhesion is open for acceptance for up to 2 working weeks.
Adhesion reserves the right to change any prices at any time for any reason. If you are an existing customer, Adhesion will inform you of any pricing changes with at least 30 days’ notice. Some of Adhesion’s services require paying third party service providers on your behalf (see the Third Party Websites, Services and Tools section). Adhesion is not responsible for any pricing changes made by these third party service providers.
Please note that, although Adhesion usually provides a fixed quote, prices for website services can be subject to change after work has commenced if there is a change of scope or strategy.
Adhesion shall not be liable for any loss of profit, loss of business revenue, loss of potential savings, loss of goodwill, or for any indirect or consequential loss or damage or for any third party claims howsoever arising in connection with this Agreement or the products and/or services whether in contract, tort or otherwise.
Adhesion is not liable for any problems with and/or detriment to your email resulting from your email client’s services and/or servers not being stable, secure and/or functioning correctly. Adhesion strongly recommends you use Gmail as your email client and in doing so ensure that you read and agree to Google's terms and conditions.
If you leave Adhesion as a service provider, it is your responsibility to ensure that all your accounts, products and assets under Adhesion’s management are carefully transferred to the new owner or manager.
Adhesion does not directly host the websites it creates and/or manages, and therefore cannot be responsible for any hosting changes, errors or downtime.
Some services require Adhesion to set up expense accounts for customers with third parties. Adhesion has a moral duty of care to ensure all third party expense information is accurate but is not responsible for errors which may incur as a result of those items outlined in the section of this agreement on Errors, Accuracy and Compatibility.
On a case-by-case basis, Adhesion may allocate higher-than-agreed budgets for the purpose of improving the performance of advertising campaigns. In these circumstances, Adhesion will make best endeavours to ensure the overall advertising budget does not exceed the agreed amount.
Automatic Payments to Google AdWords
Using online advertising platforms like Google AdWords and Facebook Advertising accrues a monthly balance that you automatically pay each month. Adhesion will set up these automatic payments on your behalf, Adhesion does not take a commission on any of these automatic payments, they are paid directly to the advertising platform provider (e.g. Google or Facebook). These automatic payments are completely separate to Adhesion’s campaign setup and monthly maintenance fees.
It is your responsibility to ensure that your credit card is valid and has sufficient funds to make these automatic payments each month. Otherwise, a manual payment will be required which may cause the advertising platform provider to pause your advertisements. In cases like this, Adhesion will not be responsible for any advertising downtime.
Ad Content and Approval
Adhesion will send drafted image-based ads to you for approval. Please check all ad copy for typos, copyright infringements and other content that need to be edited or removed. Adhesion employs valuable IP and industry best practices when designing these draft ads, however, if you would like to request a round of modifications, please contact Adhesion. Adhesion is happy to make a round of modifications to the ads we draft, however, Adhesion reserves the right to reject additional modification requests that it deems as nonsensical, unproductive, or cyclical. Once ads have been approved by you, Adhesion is not liable for any detrimental effects due to the ads not being accurate or satisfactory in any way.
Usually, Adhesion will also create text-based ads and it is your responsibility to check that these ads are accurate and satisfactory. Adhesion will manage the performance of these ads and test variant ads, however, Adhesion is not obligated to notify you of any changes to text-based ads.
When creating any ads for your campaign(s), Adhesion is not responsible for using any information from your website or other marketing collateral that is inconsistent, inaccurate or misleading. Adhesion is also not responsible in the unlikely event that your ads run against keywords or alongside content that is irrelevant, offensive, obscene, or otherwise objectionable.
Minimum Management Term
New advertising customers are required to commit to a minimum period of 3 full months of management services. After the first 3 months the agreement period is monthly.
Distribution, Storage and Use of Information
Information Provided by Adhesion
Adhesion provides you with information via its website (including links to other websites) and other marketing collateral. However, Adhesion is not responsible for the outcomes of any decisions you make based on this information.
Historical Information and Inconsistencies
Adhesion is not responsible for any information on its website, marketing collateral, brochures or policies (including these Terms and Conditions) becoming outdated or inconsistent with one another. Adhesion reserves the right to update any of the aforementioned individually at any time, for any reason. If you identify any information that is outdated or inconsistent, you agree to inform Adhesion.
Collecting and Sharing Messages, Content and Information
Adhesion will not sell any of your information to anyone. You agree to let Adhesion share your information with Adhesion’s third party service providers for the purposes of ensuring services are completed efficiently and to a reasonable standard of quality (see the Third Party Websites, Services and Tools section). Adhesion can not guarantee the security of the servers used by these third party service providers. If you wish for Adhesion to withhold any information from Adhesion’s third party service providers, please state so when sharing the information with Adhesion.
Adhesion reserves the right to store any of your information on local servers or via cloud services (e.g. Gmail). Adhesion is not responsible for encrypting any of your information for any reason. Adhesion is not responsible if your information is leaked due to a cyber attack or due to errors made by its employees.
If you make a review about Adhesion on any platform (e.g. Google Maps), you agree to give Adhesion permission to publish your review on Adhesion's website, advertisements, brochures and any other marketing collateral.
Account, Private and Personal Information
Any changes to any type of information relevant to Adhesion’s services (e.g. street address, credit card expiry, branding, website URLs, product descriptions) must to communicated to Adhesion within 2 working weeks. Adhesion is not liable for any detrimental effects due to any information you provide being inaccurate, or becoming outdated or inconsistent.
Credit Card Information
Adhesion recommends only sharing your credit card information over media which are not likely to result in the information being digitally stored (e.g. landline phone call). By agreeing to these Terms and Conditions, you give permission to Adhesion to share and use your credit card information to third party service providers (e.g. Google AdWords) on your behalf, as required to perform services.
If you share your credit card information over email, or any other media that may cause it to be stored on local or cloud servers, Adhesion is not obligated to destroy the credit card information. If you wish for Adhesion to destroy any credit card information that you believe may be stored on a local or cloud server that Adhesion uses, please inform Adhesion of the information you would like destroyed and where it is being stored.
Adhesion exercises a moral duty of care to ensure your credit card information is stored, shared and used carefully, however, Adhesion is not responsible if your credit card information is leaked due to a cyber attack or due to errors made by its employees.
Guarantees and Quality
Adhesion makes several guarantees on its website and other marketing collateral, however, due to the nature of the software and algorithms used by third party service providers (e.g. Google), statistically significant improvements may take several weeks (e.g. AdWords campaign performance) or months (e.g. search engine optimisation). For more assurance of quality, please read Adhesion’s Customer Reviews On Google.
Because third party service providers (e.g. Google) and the markets they operate in are constantly evolving, Adhesion cannot guarantee that the quality of its services will last indefinitely. Adhesion cannot guarantee search engine rankings be maintained or improved as there are too many variables outside of our control. By agreeing to these Terms and Conditions, you accept that the quality and compatibility of Adhesion’s products may be affected by new technology, legislation and other unforeseen factors.
The results of a service that Adhesion offers is significantly dependent on other services that Adhesion also offers. For example, a well-constructed AdWords campaign with above average Quality Scores and Click Through Rates may have below average Conversions because the linked website is not at all optimised. For this reason, Adhesion can not be responsible for products that underperform because other related assets have not been optimised. Adhesion highly recommends enlisting our advised range of services to maximise synergistic benefits for your business.
Errors, Accuracy and Compatibility
Adhesion can not guarantee all services will be completed without error. If you become aware of any errors of any nature, you must inform Adhesion within 7 days. Adhesion will correct any errors or inaccuracies but is not responsible for any adverse effect on web traffic, leads, sales, revenue or other qualitative or quantitative measure.
Adhesion tests content on various popular internet browsers, platforms and/or applications, however Adhesion cannot guarantee that its content will be supported by every browser, platform and/or application (and all of their versions).
Adhesion is responsible for providing a realistic deadline, to the best of Adhesion’s knowledge, for any service upon agreement. Specified deadlines are to be treated as estimates only and Adhesion is not responsible for not completing any service within any specified deadline. Changes to any deadline must be communicated with the other party within 2 working weeks.
Changes to Services
Adhesion’s services rely on third party service providers (see the Third Party Websites, Services and Tools section) and changes made by these third party service providers may require Adhesion to change its services. Adhesion reserves the right to change any service at any time for any reason.
Backing Up Existing Accounts and Data
Adhesion’s services often requires it to work with your existing accounts, files, data and other assets (e.g. AdWords campaign, website CMS). Adhesion will try to ensure none of your existing accounts, files, data and other assets are deleted or overridden, however, it is your responsibility to ensure these are backed up so nothing can be permanently lost or corrupted.
Cyber Attacks and Malicious Behaviour
You agree not to directly or indirectly disrupt our services, employees, clients or affiliates using computer viruses, worms, bugs, malware or any code of a disruptive nature. You agree to not directly, or via a third-party, infiltrate Adhesion’s website, accounts and/or servers.
Third Party Websites, Services and Tools
Adhesion uses third party service providers in order to provide its services (including but in no way limited to Google AdWords, Facebook, Gmail and more). For privacy reasons, please ask Adhesion for a full list of third party service providers that we will use to complete services for you.
By agreeing to these Terms and Conditions, you also agree to the Terms and Conditions of all our third party service providers, as noted above. Adhesion may accept the Terms and Conditions of these third parties on your behalf and it is your responsibility to read and agree to the Terms and Conditions of these third parties.
You give permission for Adhesion to create accounts with these third parties under your name, using any information you have provided (please see the Credit Card Information section for more details).
Adhesion references third party tools on its website and other marketing collateral. You agree that, if you use any of these tools for any reason, it is at your own risk and Adhesion accepts no responsibility.
Copyright, Trademarks and Intellectual Property
Adhesion will create temporary and/or permanent copy and content for websites, ads and other services. In some cases, Adhesion will explicitly ask for your approval before continuing with a service. Otherwise, it is your responsibility to check all copy and content, and inform Adhesion of any errors, typos, infringements and/or other copy or content that needs to be edited or removed.
You agree to inform Adhesion of any copyright and trademarks that should or should not be used in creating your website(s), advertisement(s) and/or other products. Adhesion is not responsible for any copyright, trademark or intellectual property infringements in your products. Any content provided by you must not be plagiarised, misleading or inaccurate.
The majority of Adhesion’s services and invoices are based on a 31 day calendar period and are invoiced in arrears.
New advertising customers are required to commit to a minimum period of 3 full months of management services. After the first 3 months the agreement period is monthly.
After the first 3 months, if you terminate any ongoing service (e.g. AdWords management) after the first 5 business days of any month, Adhesion reserves the right to charge you in full for that month. If you terminate any one-off service (e.g. Website build) before its completion, Adhesion reserves the right to charge you in full, or in part, for any work already completed. There is no standardised cancellation fee for terminating any service. Adhesion reserves the right to charge a fee for payments made to Adhesion using a credit card (typically about 3%).
You have 7 days to make any payments, including deposits and progress payments, invoiced to you by Adhesion. You agree to inform Adhesion, within 7 days of being invoiced, of any failure to make a payment for any reason.
You agree to inform Adhesion, within 1 working week, of any events or changes that affect your ability to pay foreseeable invoices in full and on time. This includes any existing financial hardships, relevant debts and/or cashflow problems.
If you do not complete any payment in full within 7 days of being invoiced, Adhesion reserves the right to engage any debt collection agency. Adhesion reserves the right to share any of your relevant information to a debt collection agency as required for them to perform their services. In the likely event that the debt collection agency takes a commission and/or charges any collection fees, you are liable for covering these costs. You therefore agree to pay any collection fees to either the debt collection agency or Adhesion (as per Adhesion's circumstantial instruction), as well as reimburse Adhesion for any commission the debt collecting agency takes. Adhesion is not responsible for any adverse effects due to the debt collection process, including (but in no way limited to) harm to your credit ratings and any other collateral damage, wether foreseeable or not.
Returns and Refunds
Adhesion is not responsible for not being able to complete or continue any service due to unforeseeable circumstances, including but in no way limited to damage to workplace, serious illness and natural disasters. Any deposits and/or progress payments made to Adhesion are non-refundable, however, Adhesion may refund any payment in full, or in part, at Adhesion’s sole discretion.
Terminations and Refusal of Services
If you do not fully complete payments that Adhesion has invoiced to you, if you breach any of these Terms and Conditions, or if you use Adhesion’s products or services for illegal or unauthorised purposes, Adhesion reserves the right to withhold and destroy any accounts, products and assets (see the Website Services section for more details).
Adhesion reserves the right to refuse or limit service to anyone for any reason at any time. This may include individuals, groups or authorities outside of NZ.
You agree to give permission to Adhesion to perform a credit check at any time. If Adhesion’s services have already commenced before a credit check is conducted, Adhesion reserves the right to terminate all current and future services if Adhesion deems that you do not have the funds or capacity to complete all payment in full and on time.
If you leave Adhesion as a service provider and take with you any products, accounts or content (or transfer them to another third-party), Adhesion will not be liable for any decrease in performance, quality, compatibility and/or function.
Neither party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and the extent such failure or delay is caused by riots, civil commotions, wars, hostilities between nations, governmental laws, orders or regulations, embargoes, action of the government or any agency thereof, acts of God, unforeseen storms, fires, accidents, strikes, sabotage, explosion, or other similar or different contingencies beyond the reasonable control of the respective parties, provided that this Clause shall not apply in any way to and may not excuse any failure or delay in any payment required to be made under this Agreement.