1. INTRODUCTION & ACCEPTANCE
1.1 These Terms and Conditions (Terms) apply to all work undertaken by Refined Group (S Growth LTD) (the Company) for its clients (the Client). By engaging the Company, the Client agrees to be bound by these Terms.
1.2 These Terms are subject to change without notice. The Company may modify them by posting the updated Terms on its website or by notifying the Client via email or any other method of communication.
2. DEFINITIONS
For clarity and convenience, these key definitions apply (in addition to any definitions in the body of these Terms):
- “Agreement” means these Terms, any executed Service Agreement, Campaign Scope, Proposal, or other documentation that references these Terms.
- “Business Day” means any day that is not a Saturday, Sunday, or public holiday in the Company’s jurisdiction of registration.
- “Client” means the person or business entity described as such in the Agreement.
- “Company” means Refined Group (S Growth LTD).
- “Confidential Information” means all information of a confidential or proprietary nature disclosed by one party to the other, whether orally, electronically, or in writing, which (a) is identified as confidential at the time of disclosure; or (b) should reasonably be understood to be confidential given its nature.
- “Fees” means all charges, costs, and expenses payable by the Client in exchange for the Services, as outlined in the Agreement or relevant Scope/Proposal.
- “Intellectual Property” means all intellectual property rights, including (but not limited to) copyright, patents, trademarks, design rights, domain names, source code, methodologies, processes, creative assets, and any derivative works (registered or unregistered).
- “Services” means the services provided by the Company to the Client, as outlined in these Terms, the Proposal, the Campaign Scope, or any separate Service Agreement (e.g., SEO, Paid Media, Business Growth Consulting, Photography/Videography, Content Writing, Link Building, Web Development).
- “Term” means the initial contract duration specified in a Service Agreement, Campaign Scope, or Proposal. It may also refer to a rolling arrangement if explicitly specified.
3. AGREEMENT TYPES & DURATION
3.1 Fixed-Term Agreements
- The Client agrees to an initial Term (e.g., 3, 6, 12 months, or as specified).
- After the expiry of that initial Term, the campaign or project may continue month-to-month unless either party provides at least 30 days’ written notice of termination.
3.2 Rolling (Monthly) Agreements
If the Agreement explicitly states a 30-day or monthly rolling arrangement, the Services will automatically renew every 30 days.
90 days’ written notice is required to terminate a rolling arrangement.
During the notice period, the Client will be liable for the agreed Fees (i.e., the next three monthly fees if it is a 30-day rolling arrangement requiring 90 days notice).
3.3 Early TerminationIf the Client terminates before the initial fixed Term expires (and without cause or default by the Company), the Client shall pay the remainder of the monthly Fees for the unexpired portion of that Term.
In rolling agreements, the Client must still settle Fees for the notice period (minimum of two months’ Fees if it is a 30-day rolling arrangement with 60 days’ notice).
3.4 Non-Responsiveness & Termination by the Company
The Company may terminate if the Client fails to respond to Company communications for ten (10) consecutive Business Days.
The Company may terminate if the Client’s instructions deviate significantly from the agreed scope, and the Client refuses to pay for the additional work.
The Company may terminate if the Client fails to provide necessary material, content, or approvals.
The Company may terminate if the Client has more than one (1) overdue invoice at any time.
4. INVOICES & PAYMENT TERMS
4.1 Invoice IssuanceInvoices are issued on the 20th of each month for that month’s Services (unless otherwise stated in the Agreement).
4.2 Payment DeadlineAll invoices must be paid within seven (7) days of receipt. If the due date falls on a non-Business Day, payment is due the next Business Day.
4.3 Late Payment PenaltyThe Company may charge 5% interest per month on overdue balances.The Company may suspend or halt work until invoices are fully paid if the Client fails to make timely payments.
4.4 Refund Policy & CreditsNo refunds are available once Services have been rendered or work has commenced, unless otherwise agreed in writing.If the Company grants a refund or credit (ex gratia), any applicable minimum Term will be extended by the same duration (e.g., if one month is credited, the minimum Term extends by one month).
5. INDEMNIFICATION & LIABILITY
5.1 Client’s Indemnity
- The Client shall indemnify, defend, and hold harmless the Company, its officers, employees, and agents from any and all claims, damages, liabilities, losses, fines, or expenses (including legal costs) arising out of or in connection with:
The Client’s breach of these Terms or any Agreement with the Company;
The Client’s use or misuse of the Services (including content, data, or materials the Client provides or approves);
Any claim that content or data provided by the Client infringes a third party’s intellectual property or violates any applicable law;
The Company’s compliance with any instructions given by the Client that result in a claim, dispute, or damage;
The Client’s failure to abide by relevant data protection and privacy laws with respect to collected personal data.
5.2 Limitation of Liability
- To the extent permitted by law, the Company’s total aggregate liability for any claim related to or arising out of the provision of Services shall not exceed the total Fees paid by the Client to the Company for the particular Service in the six (6) months preceding the event giving rise to the liability.
- The Company is not liable for any indirect, consequential, special, punitive, or incidental damages (including lost profits, lost data, or business interruptions), even if it has been advised of the possibility of such damages.
5.3 No Guarantee of Results
- The Company makes no guarantee that its Services (e.g., SEO, Paid Media, Content Production, Business Consulting, Web Development) will lead to any specific improvements in sales, leads, or profits.
- The Client acknowledges that search engine algorithms, third-party platforms, and audience behaviours can change and are beyond the Company’s control.
6. CONFIDENTIAL INFORMATION
6.1 Definition of Confidential Information
- Confidential Information includes all information disclosed by one party (“Discloser”) to the other (“Receiver”), whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that should reasonably be understood to be confidential given its nature or context.
- Examples include, but are not limited to, business plans, technical data, trade secrets, client information, know-how, designs, and marketing strategies.
6.2 Exclusions
1. Confidential Information does not include information that:Is or becomes generally available to the public, other than through a breach of this clause;
2. Was lawfully in the Receiver’s possession before receiving it from the Discloser;
3. Is received without restriction from a third party who lawfully acquired it without a duty of confidentiality;
4. Is independently developed by the Receiver without reference to or use of the Discloser’s Confidential Information.
6.3 Use and Disclosure
- The Receiver agrees to use the Discloser’s Confidential Information only for fulfilling its obligations under the Agreement.
- The Receiver will not disclose Confidential Information to any third party without the Discloser’s prior written consent, except to the Receiver’s employees or agents who need to know such information to perform the Services (and who are bound by written confidentiality obligations).
6.4 Return or Destruction
- Upon termination of the Agreement or upon written request, the Receiver shall promptly return or destroy all copies of the Discloser’s Confidential Information, unless storage is required by law or agreed otherwise in writing.
6.5 Legal Disclosure
- If the Receiver is required by law, court order, or governmental regulation to disclose any Confidential Information, the Receiver must promptly notify the Discloser (unless legally prohibited) so that the Discloser may seek a protective order or other remedy.
7. NON-SOLICITATION (ANTI-POACHING)
7.1 RestrictionDuring the Term of the Agreement and for a period of twelve (12) months after its termination or expiration, the Client shall not directly or indirectly solicit, employ, or engage any employee, contractor, or subcontractor of the Company who has been involved in providing the Services to the Client.
7.2 ExclusionsThis restriction does not apply if (1) the employee or contractor responds to a general public advertisement (e.g., LinkedIn or Indeed posting) not specifically targeted at Company personnel, or (2) the Company has provided prior written consent.
7.3 Breach & Remedies
In the event of a breach of this clause, the Company may pursue damages or injunctive relief, and the Client agrees that the breach would cause irreparable harm to the Company.
8. REVISIONS & ADDITIONAL CHARGES
8.1 Standard Revision Rounds
- Unless otherwise stated in a specific Service Agreement or Scope, the Client is entitled to two (2) rounds of revisions for deliverables such as web pages, design layouts, written content, ad copy, or other creative outputs.
8.2 Charges for Extra Revisions
- Any additional revisions beyond the second round may incur charges at NZD $150 + GST per hour, or another rate specified by the Company in writing.
- The Company will provide the Client with a cost estimate for additional revisions, and the Client must approve these additional costs before work commences.
8.3 Impact on Timelines
- Each revision round may delay the project or campaign timeline. The Company is not responsible for any missed deadlines caused by excessive or delayed revision requests from the Client.
9. NO DEFAMATORY OR DISPARAGING REMARKS
9.1 Obligation Not to Defame
- The Client shall refrain from making any statements or comments of a defamatory or disparaging nature about the Company or its personnel to any third party, including on social media or any online platform, except as may be required by law or where such views constitute a genuinely held opinion based on verifiable facts.
9.2 Mutual Respect
- The Company also agrees not to publicly defame or disparage the Client or its stakeholders. If any issues arise, both parties should endeavor to resolve them privately and professionally.
10. FORCE MAJEURE
10.1 Definition
- Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) if such delay or failure is caused by events or circumstances beyond its reasonable control, including (but not limited to) acts of God, natural disasters, pandemics, strikes, lockouts, labor disputes, wars, civil unrest, governmental regulations, power failures, or internet and telecommunication outages.
10.2 Notice
- If a party’s performance of obligations is affected by Force Majeure, that party will promptly notify the other in writing, providing reasonable details of the event and, if possible, an estimate of the expected duration.
10.3 Suspension of Obligations
- The obligations of the affected party (other than payment obligations already incurred) shall be suspended for the duration of the Force Majeure event. If the event continues beyond thirty (30) days, either party may terminate the Agreement on written notice to the other party.
11. ENTIRE AGREEMENT & VARIATION
11.1 Entire Agreement
- These Terms, together with any executed Service Agreement, Proposal, Campaign Scope, or similar document referencing these Terms, constitute the entire agreement between the Company and the Client. They supersede any prior oral or written agreements or understandings concerning the same subject matter.
11.2 Variation
- No modification, amendment, or waiver of these Terms is binding unless it is in writing and signed by both parties (or communicated in a form accepted by the Company, such as an email exchange confirming mutual agreement).
12. GOVERNING LAW & DISPUTE RESOLUTION
12.1 Governing Law
- These Terms and any Agreement formed under them shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is registered or as otherwise stated in the Service Agreement.
12.2 Dispute Resolution
- Negotiation: In the event of any dispute, the parties agree to attempt good-faith negotiations before taking any legal action.
- Jurisdiction: If a dispute cannot be resolved amicably, the parties irrevocably submit to the exclusive jurisdiction of the courts in the Company’s primary place of business (or as otherwise stipulated in the Agreement).
12.3 Costs
- Each party shall bear its own costs in any dispute resolution or litigation, unless a court or tribunal orders otherwise.
3. SEARCH ENGINE OPTIMISATION (SEO)
13.1 Scope of Services
- The Company may provide SEO Services to the Client’s Website(s), including keyword research, on-page optimisation, content recommendations, link-building strategies, and technical analysis.
13.2 Client Access & Cooperation
- The Client must provide all necessary access credentials (e.g., FTP, CMS, hosting, domain) to allow the Company to implement recommended changes.If the Client (or a third-party developer) chooses to implement the recommended changes without the Company’s direct involvement, the Company may provide instructions or documentation instead. However, the Client acknowledges this may affect the project timeline and effectiveness.
13.3 No Guarantee of Results
- The Client acknowledges that search engine algorithms and ranking factors are beyond the Company’s control; thus, the Company does not guarantee specific search engine rankings, traffic increases, or improvements in sales.
- If the Client fails to provide required access or materials in a timely manner, no partial or full refund will be provided.
13.4 Delays Not Caused by the Company
- If there is a delay in implementing SEO recommendations due to the Client’s unresponsiveness, the Company is not liable for any impact on performance or missed milestones.
- No refunds or compensation will be offered to the Client for such delays.
13.5 Backlinks
- Any backlinks built by the Company under standalone SEO/link-building scopes are considered part of the Company’s proprietary process. The Company is not obligated to disclose the sources of such links unless otherwise agreed in writing.
- If the Client overwrites or removes changes implemented by the Company, or if the Website is frequently offline, any performance guarantees, if offered, may become void.
13.6 Intellectual Property
- Any SEO strategies, templates, or deliverables created by the Company remain the Company’s intellectual property until full payment of Fees is received by the Company.
14. PAID MEDIA & SOCIAL ADVERTISING
14.1 Scope of Services
- The Company may manage and optimise paid advertising campaigns on platforms such as Google Ads, Bing/Yahoo, Facebook, Instagram, LinkedIn, and others as agreed.
14.2 Client Obligations
- The Client must provide relevant account access (e.g., Google Ads Manager, Facebook Business Manager) and agree to promptly address any requests for billing setup or ad approvals.
- The Client is responsible for the direct payment of media spend (click spend) to the platform(s) unless an alternative arrangement (e.g., prepayment to the Company) is explicitly stated in the Agreement.
14.3 Approval of Keywords & Creatives
- The Company will propose target keywords, audiences, budgets, ad copy, and/or creative assets. The Client must approve or request revisions in a timely manner.
- Additional revision requests beyond the agreed-upon round(s) may incur extra charges (as outlined in the Revisions clause).
14.4 Fees & Management Charges
- Unless otherwise stated, the Company’s monthly fee or retainer is due irrespective of the final campaign performance.
- Where the Agreement specifies a percentage-based fee tied to media spend (e.g., 15–20%), such fees will be recalculated monthly if the spend thresholds change.
14.5 No Guarantee of Performance
- The Company does not guarantee any specific return on ad spend, conversions, cost-per-lead, or other performance-based metrics.All performance forecasts are estimates only, based on prior experience and industry benchmarks.
14.6 Policy & Ad Platform Compliance
- The Company has no control over the policies of advertising platforms (e.g., Google, Meta, LinkedIn) regarding ad approvals or the content they accept.The Client must inform the Company of any content, imagery, or wording restrictions (e.g., brand guidelines) before ads go live.
15. BUSINESS GROWTH CONSULTING
15.1 Scope of Services
- The Company may provide consulting on business growth strategies, such as process improvements, sales funnels, marketing automation, and other advisory services as outlined in the relevant scope or Agreement.
15.2 Client Responsibilities
- The Client must supply all relevant business and financial information, marketing reports, and any other requested data to facilitate the Company’s analysis and recommendations.The Client is solely responsible for the implementation of the Company’s recommendations, unless otherwise agreed in writing.
15.3 No Guarantee of GrowthT
- The Client acknowledges that strategic recommendations, while made in good faith, cannot guarantee any specific increase in revenue, profit, or business activity. Many external factors can influence such outcomes.
15.4 Revisions & Additional Consulting
If the Client requests additional consulting scope or a major pivot in direction beyond the original scope, the Company may provide a revised quote.Agreed-upon deliverables (e.g., strategy documents, roadmaps) include up to two (2) rounds of revisions unless otherwise stated in the Agreement.
16. WEB DEVELOPMENT
16.1 Scope of Services
- The Company may design, develop, or redesign the Client’s Website (or landing pages) in accordance with the specifications outlined in the Campaign Scope, Proposal, or any separate Service Agreement.
16.2 Client Content & Assets
- The Client must provide all necessary written copy, images, branding guidelines, hosting details, and/or domain registration credentials.
- Failure to provide required content within agreed timelines may lead to project delays; the Company is not responsible for such delays.
16.3 Revisions & Approvals
- Unless otherwise stated, the Client is entitled to two (2) rounds of design or layout revisions per defined milestone or deliverable.
- Each additional revision round may incur extra fees, and the Client’s sign-off on each milestone is binding.
16.4 Warranty & Performance
- The Company makes no warranty that web development Services will guarantee any specific performance improvements (e.g., faster loading times beyond industry standards or improved search rankings).
- The Company is not liable for issues caused by third-party plugins, hosting downtime, or any modifications made by the Client or a third party after delivery.
16.5 Ownership & Intellectual Property
- The Company retains ownership of any custom code, frameworks, or methodologies used until full payment is received.
- Upon final payment, the Client receives a non-exclusive, non-transferable license to use the final Website deliverables for its intended business purpose.
17. CONTENT WRITING
17.1 Scope of Services
- The Company may provide written content services, including but not limited to blog posts, website copy, product descriptions, ad copy, or other marketing materials as agreed.
17.2 Client Responsibilities
- The Client shall provide detailed briefs, brand tone of voice guidelines, and any mandatory inclusions (e.g., disclaimers or references).The Client agrees to review and provide feedback on drafts within the specified timeframe (usually within 3–5 Business Days, unless otherwise agreed).
17.3 Revisions & Approvals
- Unless otherwise stated, the Client is entitled to one (1) or two (2) rounds of minor revisions per piece of content. Additional rounds or major scope changes may incur extra fees.
17.4 No Guarantee
- The Company does not guarantee that the Client’s use of the written content will lead to increased search engine rankings, leads, or sales.The Client bears responsibility for final compliance checks (e.g., legal disclaimers, regulatory requirements) before publication.
17.5 Intellectual Property
- All drafts, outlines, and final content remain the Company’s property until payment is made in full. Upon full payment, the Client receives usage rights for the agreed purpose (e.g., posting on the Client’s website).
18. PHOTOGRAPHY & VIDEOGRAPHY
18.1 Scope of Services
- The Company may produce photo or video content as specified in the Agreement, which may include pre-production planning, shooting, and basic editing.
18.2 Client Responsibilities
- The Client shall provide a clear brief, arrange access to shooting locations, models (if required), and brand assets.If a Client representative must be present on shoot days for approvals, the Client must ensure availability or accept the Company’s best judgment on creative decisions.
18.3 Revisions
- The standard engagement includes one (1) round of minor revisions to the final edit or image selection (unless otherwise stated). Additional revisions may incur extra fees.
18.4 Licensing & Ownership
- Unless otherwise agreed in writing, the Company owns all raw files and intellectual property in the footage and photographs.Upon the Client’s full payment, the Company grants a license to use the final delivered materials for the intended purpose or for a specified term (if stated in the Agreement).The Client may purchase extended usage rights or exclusivity at an additional cost.
18.5 No Liability for Delays
- The Company is not liable for any delays caused by weather, location access problems, or other factors beyond its control.Any re-shoots or schedule extensions required by the Client beyond the original scope will be quoted separately.
19. LINK BUILDING SERVICES
19.1 Scope of Services
- The Company’s Link Building Services aim to acquire backlinks from reputable sources to enhance the Client’s website authority and search engine visibility.
19.2 Client Responsibilities
- Provide necessary access or information (if required) for link placement (e.g., if the Client needs to verify domain ownership).Approve any editorial or anchor text guidelines (if applicable).
19.3 No Guarantee of Rankings
- The Company does not guarantee that Link Building Services will result in specific improvements in rankings or traffic.The Client acknowledges that the effectiveness of link building depends on multiple factors, including overall site quality, content relevance, and search engine algorithm updates.
19.4 Third-Party Websites
- The Company does not own or control the third-party websites where links are placed and is not responsible for changes or downtimes on these sites.
- The Client acknowledges that the Company may choose to keep link source sites confidential unless otherwise agreed in writing, especially for proprietary or private blog networks.
19.5 Payment & Term
- If Link Building is sold as a standalone package or within a broader SEO scope, the Client must pay all Fees prior to link placement.
- The Company may pause or remove links if the Client fails to make timely payments or otherwise breaches the Agreement.
19.6 Intellectual Property
- The Client has no claim to ownership over the third-party websites used for backlinking. The methodology and network relationships are the Company’s proprietary assets.
20. SEVERABILITY
20.1 Invalid or Unenforceable Provisions
- If any provision of these Terms or an Agreement formed under them is held to be invalid, illegal, or unenforceable by a competent authority, such provision shall be deemed severed from the Agreement.
- The remaining provisions of the Agreement shall continue in full force and effect, so long as the original intent of the Agreement is not materially altered.
21. HEADINGS
21.1 Interpretation
- The headings used in these Terms are included for convenience only and shall not affect the interpretation of any clause or provision.
22. NO WAIVER
22.1 Waiver of Rights
- A party’s failure or delay to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party.
23. SURVIVAL
- 23.1 Clauses That Survive TerminationThe provisions relating to payment obligations, confidentiality, indemnification, governing law, dispute resolution, non-solicitation, and any others that by their nature should survive, shall remain in effect even after the termination or expiration of the Agreement.
24. ASSIGNMENT
- 24.1 Assignment by the Client: The Client may not assign, transfer, or subcontract any of its rights or obligations under these Terms or an Agreement without the prior written consent of the Company.
24.2 Assignment by the Company: The Company may assign or transfer its rights and obligations under these Terms or any Agreement to a parent, subsidiary, or other affiliate, or in connection with a merger, consolidation, or sale of all or substantially all of its assets.
25. CONTACT INFORMATION
25.1 Notices
- All notices or other communications must be in writing and sent via email or certified mail to the addresses specified in the Service Agreement (or as otherwise provided by one party to the other). Notices are deemed received upon actual receipt or five (5) Business Days from dispatch, whichever occurs first.
25.2 Company Address
- For clarity and legal notices, the official contact address or email of Refined Group (S Growth LTD) will be stated in the Service Agreement or on the Company’s official website.
26. SIGN-OFF & ACCEPTANCE
- By engaging the Services of Refined Group (S Growth LTD), the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions along with any signed Service Agreement (with relevant information's inside.)
- Both parties agree that a digital signature, online acceptance, or an email confirmation indicating acceptance of these Terms shall be valid and binding.
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