Marketing Services Terms of Service

The following Terms of our service (“TOS,” “Terms” or “Agreement”) apply to the use of any marketing services provided by Toby Rutter trading as Toby Rutter Digital referred to in these terms as “Toby Rutter Digital”, “us”, “our”, “we”,).  By purchasing marketing services from Toby Rutter Digital, you declare that you have read, understood and agree to be bound by this TOS. The latest version of our TOS is always available on the Toby Rutter Digital website https://www.tobyrutter.co.nz. It is essential that you read this TOS prior to purchasing marketing services from Toby Rutter Digital. This agreement does not apply to website design and hosting services which are outlined on our Website Services Terms of Service.

Toby Rutter Digital will endeavour to operate in a fair and reasonable manner at all times and it is part of our ethos to ensure we maintain a great relationship with our Clients. It is, however, important to agree to certain contractual aspects in order to protect both parties. By undertaking services with Toby Rutter Digital, you are agreeing to the following terms and conditions.

1.  APPLICATION OF TERMS

1.1. For the purposes of these TOS “Service” or “Services” means any and all marketing services provided by Toby Rutter Digital under these TOS including, without limitation, any marketing services, social media subscription plans, SEM or Google Adwords subscription plans, SEO audits or services, SEO plans, conversion rate optimisation services, third-party marketing products and services, and any other services which do not fall within our website services terms of service including any marketing services set out in your original quotation and invoices.

1.2 “Client” shall mean the individual, company, partnership or other entity engaging the services of Toby Rutter Digital. The Client is referred to as “Client”, “You”, or “Your” within these terms.

1.3 “Proposal” shall mean the written proposal and or quote outlining costs, timings and terms of services for a Client to approve.

1.4 “Term of Agreement” is from the acceptance of a proposal or request for service via email until termination.

2. ORDER. ACCEPTANCE OF ORDER

2.1 You must be at least eighteen (18) years of age at the time you place your order for Services. By submission of an order for Services you declare that you are eighteen (18) years old or older and have the legal capacity to enter into an agreement with Toby Rutter Digital.

2.2 If you place an order for Services on behalf of a legal entity, you represent and warrant that you have the legal authority to bind such legal entity to these TOS, in which case the terms “Client” “you” or “your” shall refer to such legal entity. In the event that Toby Rutter Digital establishes that you do not have the legal authority to bind such legal entity, you will be personally liable for the obligations under these TOS.

2.3 You understand and agree that all order for Services may be subject to compliance checks to determine if they meet our financial, security and other reasonable criteria (Fraud Screen). In some cases we might ask you for additional information before we can approve and accept your order.

2.4 At the beginning of our relationship with any Client we provide detailed Proposals outlining service particulars via email. The Client shall acknowledge and accept the Campaign Particulars outlined in a proposal by reply email (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services.

2.5 When Services are provided for existing Clients that do not fall within a Proposal, project services will be provided at my current hourly rates or at a rate notified to the client via email. To provide my Clients with affordable services I offer two hourly rates one for standard administrative tasks and one for technical tasks which require complex knowledge and coding. Clients will be advised of the rate that is applicable to the Service they are being offered. Toby Rutter Digital reserves the right to change hourly rates with 14 days written notice.

2.6 All prices quoted or outlined in proposals are excluding GST.

2.7 Unless specified in writing to the contrary any indication of price for the provision of Services by Toby Rutter Digital is by way of an estimate only and shall not be binding on Toby Rutter Digital.  If there are any changes to the initial quote then the Client will be notified in writing prior to work being carried out.

2.8 Proposals are only valid for one month after issue and Toby Rutter Digital reserves the right to change the pricing of services at any with 14 days notice.

2.9 In order to purchase and use our Service(s) you will be required to provide personal data. For the purposes of these TOS, personal data shall have the meaning set out in our Privacy Policy. Please refer to our Privacy Policy for complete information on what personal data we collect and how we process and disclose it.

3. Payment

3.1 The Client agrees to pay the fee outlined in the accepted marketing proposal. This may be a deposit, upfront fee, monthly fee or one-off fee – for the Term of the Agreement.  

3.2 After the expiration of the minimum term, the client agrees to pay the fee for continued service until the Agreement is terminated.

3.3 Payments of any fees should be made by direct debit or payment by the date outlined on the invoice provided.

3.4 You may be asked to make a deposit or advanced payment to secure your services. All deposits or advanced payments are non-refundable.

4. Minimum Term

4.1. The Client acknowledges and agrees that a disproportionate amount of work is required to be undertaken for the Client in the provision of the Services during the early part of an agreement. Therefore a Minimum Term is set on certain services to ensure the value delivered in the early stages of a campaign is covered by subsequent payments.

4.2 In most cases the Minimum Term is three months and will be outlined in your original proposal.

4.3 In the event that the Client terminates the Services within the Minimum Term from the Agreement Date the entire outstanding Fee shall be immediately due and payable. The Client agrees that it shall be liable for and shall pay the balance of the Fees remaining within 14 days of termination.

5. Termination of Services

3.1. Either party may terminate this Agreement by giving each other one (1) month’s written notice after the expiry of the Minimum Term from the Agreement Date.

6. Paid Online Advertising:

Online Advertising Services refers to all online advertising that has a direct cost for clicks, impressions or inclusion, which Toby Rutter Digital organises and/or manages on your behalf. This includes, but is not limited to, Google Ads and Facebook advertising (Ads). For these Ads you agree that:

6.1. You will agree with Toby Rutter Digital via email on a budget for spending on the campaign. The agreed budget for spending on the Ads can be changed at your discretion whenever you choose, via email instruction to Toby Rutter Digital.

6.2. Toby Rutter Digital will state clearly whether prices in proposals and quotes include
the cost of the Ads or whether it is only for management fees. If the costs of the Ads are not included you will need to pay these directly to the companies that own the publishing networks, such as, but not limited to, Google and Facebook (Publishers).

6.3. Toby Rutter Digital reserves the right to modify Ads, including the associated keywords, target geographies and Publishers, consistent with your objectives, at any time.

6.4. While Toby Rutter Digital will take all reasonable efforts to promote the various products and services that you have selected to promote, it makes no guarantee – financial or otherwise – that all such products and services will be advertised, particularly if
advertising all such products and services would result in exceeding the campaign budget you have set.

6.5. You may select certain individual words or word phrases (Keywords) to be used in the campaign. While Toby Rutter Digital will take all reasonable efforts to promote these Keywords via the
Publishers, it makes no guarantee – financial or otherwise – that all
Keywords will be advertised, particularly if advertising all Keywords would result in exceeding the campaign budget or produce low quality results. Toby Rutter Digital is permitted to choose Keywords to add to the campaigns that it believes may benefit you.

6.6. You agree that the rules for displaying Ads when certain
Keywords are entered by a user at a Publisher are controlled by the Publisher and as such, you agree that Toby Rutter Digital makes no guarantee – financial or otherwise – about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.

6.7. You agree that, while SK Digital will use its best efforts to place Ads in the target geographies specified by you, Toby Rutter Digital does not control the system that displays the Ads and, as such,
cannot guarantee that your Ads will only or primarily be displayed to people in the target geographies. You acknowledge that Publishers may use varying means to detect where people are
located when determining whether to display an Ad, including, but not limited to: (i) IP targeting; (ii) user registration information; and
(iii) geographic search queries made by the user.

7. SEO Services:

SEO Services are intended to provide your website with improved positioning in selected search engines. If engaging Toby Rutter Digital for SEO Services you understand, acknowledge, and agree that:

7.1. Toby Rutter Digital has no control over the policies and ranking algorithms of search engines with how they choose to rank websites in search results.

7.2. While it is unlikely that search engines will exclude a full site from search results, it is common for search engines to take some time before new websites are included in results, and it is very common that even established sites will not have all pages from the website included in search results.

7.3. Toby Rutter Digital makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads, search engine rankings or other performance that you can expect from the SEO Services provided by Toby Rutter Digital. Using proven experience and knowledge of websites and search ranking Toby Rutter aims to increase the amount of converting traffic to your website due to the nature of this work there can be no guarantee. 

7.4. Website search engine rankings can fluctuate from day to day and time to time, and between different users, because of on – going changes in the ranking algorithms, SEO efforts made by the competitors, and other factors.

7.5. Newly edited websites may experience a temporary boost in ranking for some targeted keywords for a short period of time before the rankings settle to a lower level. This is known as the freshness boost effect. You acknowledge that if this happens to your site, the subsequent drop in rankings is not poor performance by Toby Rutter Digital and is instead a  common occurrence.

7.6. For the duration of this Agreement you agree not to engage any other SEO Services, whether one-off services or ongoing services, without written agreement from Toby Rutter Digital in advance as this work can have negative impacts on performance.

7.7  Take the time to read and understand Google Business Profile – “Working with a third party” disclosure notice

 

8. Liability

8.1 It is your responsibility, as the client and owner of your business to ensure that you comply with all relevant legislation, copyright legislation, advertising standards and privacy rules within New Zealand and the countries that you operate in. Compliance with legislation is entirely your responsibility as the business owner. While we may in good faith help you implement changes to ensure compliance, we cannot be held responsible or liable for past, present or future compliance with the applicable laws. Any advice we may give verbally or in writing should not be treated as professional legal advice. We are not qualified in this area and you should seek independent professional legal advice on any compliance and liability issues.

8.2 To the extent permitted by law, the Client is liable for and agrees to indemnify the Company in respect of any loss or liability which the Company suffers, incurs or is liable for as a result of (i) any information given by the Client that is not accurate, up to date or complete or is otherwise misleading; or (ii) any breach of these Terms, or (iii) any damage to the reputation of the Company suffered as a consequence of the Clients breach of the Terms.

8.3 Services shall be provided without any guarantees, conditions or warranties as to its accuracy, completeness, reliability, suitability or currency of Services and they are provided on an ​as is where is” basis. Toby Rutter Digital does not warrant that the Services will be uninterrupted or error free, will meet your requirements, nor will they be free from external intruders (hackers), unauthorised virus or worm dissemination. Any timeframes are provided as a guide or estimate only.

8.4 In no event will Toby Rutter Digital be liable to you for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this Agreement, loss of data, or any performance under this Agreement, even if such party has been advised of the possibility of such damages and not with standing the failure of essential purpose of any limited remedy provided herein. Toby Rutter Digital makes no warranty of any kind, whether express or implied, about any third-party products, third party content or any software, equipment, or hardware obtained from third parties.

9. Copyright

9.1 The Client guarantees to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you (or third parties at your request) provides us for inclusion in any marketing materials are either owned by your good selves, or that you have permission to use them. You will comply with any applicable copyright laws in New Zealand (or the country you are based in).

9.2. The Client agrees that Toby Rutter Digital is authorised to use of all your logos, trademarks, website images, and the like, on your website and other websites, to create content for your Marketing services. Where you company has in place brand guidelines these should be provided to Toby Rutter Digital for reference.

10. Confidentiality:

10.1 The parties agree to hold each other’s proprietary or confidential information in strict confidence. Proprietary or Confidential Information will include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, notes, or financial information. Proprietary or Confidential Information will not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information will remain the sole and exclusive property of that party.