Terms of Service

Bonehead Digital · Version 4.1 · Last Updated 14 May 2026 · Effective 14 May 2026

Part A — Introduction and Formation

1. Parties and Scope

1.1 These Terms of Service (Terms) constitute a binding legal agreement between:

(a) Bonehead Digital, a sole trader business operated by Thomas Hablous, of New Zealand (Bonehead Digital, we, us, or our); and

(b) the individual, sole trader, company, partnership, trust, studio, or other entity identified at signup, in any quote, statement of work, order form, Stripe checkout, onboarding email, or other written communication accepted by us (Client, you, or your),

together, the Parties and each a Party.

1.2 These Terms apply to all Services (defined in clause 4) we provide to you, and to your use of our website at boneheaddigital.com, our portals, dashboards, reporting, and any associated communications, deliverables, or output (collectively, the Services, where the context permits).

1.3 Where you and we sign or otherwise agree a separate written agreement that expressly references these Terms, that separate agreement and these Terms together form the Agreement. In the event of any inconsistency between the separate agreement and these Terms, the separate agreement prevails, but only to the extent of the inconsistency and only where it does so expressly. In all other cases, these Terms constitute the entire Agreement between the Parties.

1.4 Territorial scope. These Terms apply to Clients located in any country or jurisdiction in the world. Without limitation, these Terms are intended to apply (subject to the choice of law and jurisdiction in clause 59) to Clients located in New Zealand, Australia, the United States of America, Canada, the United Kingdom, the Republic of Ireland, the member states and territories of the European Union and the European Economic Area, Switzerland, the Channel Islands, Singapore, the United Arab Emirates, and any other country or territory from time to time.

1.5 Non-excludable rights preserved. Where the Applicable Law of your country or jurisdiction confers on you any right, remedy, guarantee, warranty, or protection that cannot lawfully be excluded, restricted, or modified by agreement, nothing in these Terms is intended to limit, exclude, restrict, or modify that right, remedy, guarantee, warranty, or protection. To the maximum extent permitted by Applicable Law, however, you and we contract out of, exclude, limit, and modify every right, remedy, guarantee, warranty, and protection that may lawfully be contracted out of, excluded, limited, or modified, and you acknowledge that it is fair and reasonable to do so having regard to the commercial nature of the Services, the bargaining position of the Parties, and your ability to seek independent legal advice and to decline these Terms.

2. Definitions

2.1 In these Terms, unless the context requires otherwise:

Ad Spend: means amounts payable to any third-party advertising platform (including Meta Platforms, Inc., Google LLC, TikTok Pte. Ltd., LinkedIn Corporation, Pinterest Inc., X Corp., or any other platform) for the placement, distribution, promotion, or boosting of advertising content.
Applicable Law: means any law, statute, regulation, code, ordinance, rule, guideline, or order having the force of law in any jurisdiction applicable to a Party's performance under the Agreement.
Business Day: means any day other than a Saturday, Sunday, or statutory public holiday in Wellington, New Zealand.
Client Materials: means any text, images, video, audio, brand assets, trade marks, logos, copy, photographs, customer data, audience data, contact lists, product information, pricing, business information, or other content provided by you, on your behalf, or from your accounts, to us or to a Platform under or in connection with the Services.
Confidential Information: has the meaning given in clause 28.1.
Deliverables: means any work product, ad copy, creative briefs, campaign structures, reports, analyses, recommendations, configurations, or other materials created or provided by us to you in the course of performing the Services.
Fees: means the management, subscription, project, retainer, or other fees payable by you to us for the Services, as set out in clause 8.
Force Majeure Event: has the meaning given in clause 53.1.
Intellectual Property Rights: means all current and future intellectual property rights of every kind, whether registered or unregistered, anywhere in the world, including copyright, trade marks, designs, patents, trade secrets, know-how, confidential information, moral rights, database rights, and rights in domain names, together with any applications and rights to apply for any of the foregoing.
Loss: means any loss, damage, cost, liability, expense, charge, fee, penalty, fine, claim, demand, action, or proceeding, of any kind, however arising, including legal costs on a solicitor and own client basis.
Personal Information: has the meaning given to it in the Privacy Act 2020 (NZ) or, in respect of Australian Clients, the meaning given in the Privacy Act 1988 (Cth).
Platform: means any third-party advertising, social media, payment, hosting, analytics, customer relationship management, automation, communication, or technology platform we use, integrate with, or interact with in providing the Services, including Meta Platforms (Facebook, Instagram, Messenger, WhatsApp), Stripe, Google, TikTok, LinkedIn, Pinterest, X, Snapchat, YouTube, GoHighLevel, ManyChat, Zapier, Make, ClickFunnels, Shopify, Squarespace, and any successor or replacement.
Services: has the meaning given in clause 4.
Trial: means any introductory, free, discounted, or fee-waived period offered to you under clause 45.

3. Acceptance and Formation

3.1 You accept these Terms and form a binding Agreement with us when any of the following occurs, whichever is the earliest:

(a) you tick, click, or otherwise actively indicate acceptance of these Terms via Stripe Checkout, any signup form, onboarding form, or other electronic mechanism;

(b) you commence or pay for a subscription, Trial, project, retainer, or any other Service via Stripe or any other payment method;

(c) you make any payment to us in respect of any Service after these Terms have been made available to you (whether by link, attachment, or otherwise);

(d) you instruct us in writing (including by email, direct message, SMS, or messaging platform) to commence or continue any work; or

(e) you continue to receive the Services after we have notified you of these Terms or any updated version under clause 54.

3.2 You represent and warrant that:

(a) you are at least 18 years of age;

(b) you have the full legal capacity, authority, and power to enter into and perform the Agreement;

(c) if you are entering the Agreement on behalf of a company, partnership, trust, studio, or other entity, you are duly authorised to bind that entity and that entity is bound by the Agreement;

(d) you are acquiring the Services in trade, for the purposes of a business, profession, or other commercial activity, and not for personal, domestic, or household use; and

(e) all information you have provided to us at the time of acceptance, and as updated from time to time, is true, accurate, and complete in all material respects.

3.3 Acceptance of these Terms is irrevocable in respect of any Service for which payment has been processed or any work has commenced, save in accordance with the cancellation rights in clauses 46 to 48.

Part B — Services

4. Scope of Services

4.1 We provide professional digital marketing, advertising, and related consulting and technology services (the Services), which may include any one or more of the following, as agreed between the Parties from time to time:

(a) the strategy, structure, setup, management, optimisation, and reporting of paid advertising campaigns on any Platform, including Meta (Facebook and Instagram), Google, TikTok, LinkedIn, Pinterest, X, Snapchat, YouTube, and any successor or new platform;

(b) audience research, audience segmentation, audience building, lookalike modelling, retargeting, and audience optimisation;

(d) campaign budget planning, pacing, scaling, and reallocation;

(e) DM automation, chatbot, lead capture, and conversation flow setup and management;

(f) lead generation campaigns, conversion campaigns, traffic campaigns, awareness campaigns, and any other Platform-supported objective;

(g) tracking, pixel, conversion, and analytics setup and review;

(h) monthly or other periodic performance reporting and review;

(i) consulting, advisory, training, and educational services;

(j) account access support, including Business Manager setup, partner access, and asset assignment;

(k) creative testing strategy and creative variation management;

(l) related digital marketing, technology, automation, and content services as agreed in writing; and

(m) any other services we may offer from time to time, whether or not described on our website or in marketing materials at the time of acceptance.

4.2 The scope of Services we will perform for you is determined by the Service tier, package, quote, statement of work, onboarding documentation, custom arrangement, or written agreement between the Parties. In the absence of any such written specification, the scope is determined by reference to the Service tier you have subscribed to under clause 8.

4.3 Exclusions. Unless we expressly agree in writing, the Services do not include and we do not undertake to provide:

(a) original photography, videography, animation, illustration, design, or other creative asset production;

(b) management, scheduling, or posting of your organic social media content;

(c) reply to, monitoring of, or management of your direct messages, comments, or customer service communications, except where we have set up an automated flow under clause 4.1(e);

(d) Meta Business Verification, Business Support Provider applications, Page recoveries, account appeals, or other Platform compliance, dispute, or trust-and-safety processes, except where we have agreed to assist on a best-efforts basis;

(e) legal, financial, accounting, tax, insurance, or investment advice;

(f) website development, hosting, maintenance, or technical support, except where expressly included;

(g) email marketing, SMS marketing, or marketing automation outside the Platforms expressly agreed;

(h) the provision of any goods, products, or physical deliverables;

(i) any service that we determine, in our reasonable discretion, falls outside the scope of the Services agreed; and

(j) any service requiring a regulated licence, registration, or qualification we do not hold.

4.4 We may, in our sole discretion, decline to provide, suspend the provision of, or discontinue any Service or Platform offering at any time, including where:

(a) the Platform's terms, policies, or technical capabilities change;

(b) we cease to support the relevant Platform;

(d) we consider, on reasonable grounds, that continuing the Service would be unlawful, would breach Platform policies, would expose us to risk of Loss, or would be commercially unviable.

5. Service Delivery and Performance

5.1 We will perform the Services with reasonable care and skill, using methods and tools we consider appropriate, and in a manner consistent with industry standards for professional digital marketing services.

5.2 Subject only to clauses 5.1 and 6.3 below, we make no other warranty (express, implied, statutory, or otherwise) in respect of the Services, their performance, their fitness for purpose, their merchantability, their accuracy, or their results.

5.3 We may, in our sole discretion, use our own personnel, subcontractors, freelancers, virtual assistants, automated tools, artificial intelligence systems, machine learning models, third-party software, and other third-party services to perform the Services.

5.4 You acknowledge and agree that:

(a) the Services are inherently dependent on third-party Platforms and tools, all of which are outside our control;

(b) the Services involve creative and analytical judgement, and outcomes are inherently variable;

(c) the Services may be performed remotely, asynchronously, and outside of business hours, with no fixed schedule unless expressly agreed; and

(d) we are not obliged to perform the Services personally by Thomas Hablous and may delegate or subcontract any aspect of performance under clause 46.

5.5 Non-exclusive engagement. The Services are provided to you on a non-exclusive basis. You acknowledge and agree that we may, at any time and without notice to you, provide identical, similar, or competing services to other Clients, including other Clients operating in the same industry, niche, geographic market, or competitive set as you. Nothing in the Agreement creates any exclusive, preferred, or first-call obligation on us in favour of any Client.

5.6 No data storage or backup service. We are not a data backup, data archival, data recovery, file hosting, content delivery, or cloud storage service. You are solely responsible for maintaining your own backups of Client Materials, Platform data, audiences, audience exports, conversion data, pixel data, lead exports, ad creative, account configurations, and any other data or asset relevant to your business. We may from time to time hold copies of materials for the purpose of performing the Services, but we have no obligation to preserve, retain, recover, or restore any such material on or after termination, except as expressly stated in clause 44.

6. No Guarantee of Results

6.1 Without limiting any other clause, we make no warranty, representation, guarantee, or promise (whether express or implied, statutory or otherwise, oral or written) of any kind in relation to the outcomes, results, performance, return, or commercial success of the Services or any campaign run on your behalf.

6.2 In particular, you acknowledge and agree that we do not guarantee, warrant, or promise any specific:

(a) number, quality, or cost of impressions, reach, frequency, clicks, click-through rate, conversion rate, cost per acquisition, cost per lead, cost per click, cost per mille, return on ad spend, or any other advertising metric;

(b) number, quality, or value of conversations, leads, enquiries, contacts, bookings, sales, customers, or revenue;

(d) approval, ranking, distribution, delivery, or visibility of any ad, post, page, account, or asset by any Platform;

(e) continuity of any Platform's algorithm, attribution model, reporting model, feature set, ad inventory, or auction dynamics; or

(f) outcome of any application, appeal, recovery, or dispute resolution with any Platform.

6.3 Any forecast, projection, benchmark, target, estimate, case study figure, or example we provide (whether in marketing materials, sales communications, proposals, or otherwise) is illustrative only, is based on our experience with other clients in different circumstances, and is not a representation, warranty, or guarantee of the results you may achieve. You acknowledge that you are entering into the Agreement based on your own independent assessment and not in reliance on any such material.

7. Changes to Scope

7.1 Either Party may propose a change to the scope of the Services in writing at any time. A change to scope takes effect only when both Parties agree in writing (which may include email or direct message exchange).

7.2 Where a change to scope materially increases the resources required to perform the Services, we may revise the Fees payable on prior written notice. If you do not accept the revised Fees, you may cancel the Agreement in accordance with clause 46.

Part C — Fees, Payment, and Ad Spend

8. Fees and Pricing

8.1 Standard pricing. Our standard monthly Fees for ongoing engagement Services are:

(a) Solo Artist tier — NZ$549 per month;

(b) Small Studio tier — NZ$749 per month;

(d) Additional artist within a studio engagement — 30% discount on the per-artist rate.

Standard pricing is indicative as at the Last Updated date of these Terms and may be amended in accordance with clause 8.4. The applicable Fees for your engagement are confirmed at signup, on your Stripe invoice, or in our written communications.

8.2 Custom and negotiated pricing. We also offer custom, bespoke, or negotiated pricing arrangements outside our standard tiers, which may include:

(a) custom monthly retainer Fees;

(b) project Fees, milestone-based Fees, or fixed-price arrangements;

(d) consulting, advisory, or hourly rate engagements;

(e) discounted or promotional pricing for trials, referrals, multi-account engagements, or strategic relationships;

(f) bundled Service packages combining multiple Services or Platforms;

(g) one-off setup, audit, training, or consulting Fees;

(h) any other pricing structure we agree with you in writing.

8.3 Negotiation. Custom or negotiated pricing arrangements are agreed by exchange of email, direct message, signed quote, statement of work, or other written communication between us. The pricing recorded in that written communication is the binding Fee for the relevant engagement and prevails over our standard pricing for that engagement. We are not obliged to extend custom pricing offered to one Client to any other Client.

8.4 Fee changes. We may amend our standard pricing, custom pricing, or any other Fees from time to time by giving you at least thirty (30) days' written notice. If you do not accept the amended Fees, you may cancel the Agreement under clause 46 with effect from the end of your current billing period at no additional cost. Continued use of the Services after the notice period expires constitutes acceptance of the amended Fees.

9. Billing, Currency, and Method of Payment

9.1 Unless we agree otherwise in writing, Fees for ongoing engagement Services are billed monthly in advance via Stripe subscription on the date your engagement commences (the Billing Date) and on the same date in each subsequent calendar month.

9.2 You authorise us to charge, and you authorise Stripe (or any successor payment processor we use) to debit, your nominated payment method on each Billing Date, and on any subsequent date in respect of any failed, retried, or supplementary charge.

9.3 Project Fees, setup Fees, consulting Fees, milestone Fees, and any other one-off Fees are payable in accordance with the written arrangement between the Parties, and in the absence of express terms, are payable in full prior to the commencement of the relevant work.

9.4 Fees are charged in the currency confirmed at signup, which may include:

(a) New Zealand Dollars (NZD) — default;

(b) Australian Dollars (AUD);

(d) Canadian Dollars (CAD);

(e) Pounds Sterling (GBP);

(f) Euros (EUR);

(g) Swiss Francs (CHF); or

(h) any other currency expressly agreed in writing.

In the absence of agreement, Fees are charged in NZD.

9.5 Where the Fees are denominated in a currency other than NZD, the equivalent amount payable in NZD for the purposes of any internal records, accounting, or tax reporting is determined by reference to a commercial exchange rate at the time of payment, at our discretion.

10. Ad Spend and Third-Party Platform Charges

10.1 Ad Spend is your separate, direct financial obligation to the relevant Platform. You will fund your own Ad Spend by configuring your own payment method on the Platform.

10.2 We do not collect, hold, process, or remit Ad Spend on your behalf. We do not act as agent for any Platform, and we have no liability or responsibility in respect of:

(a) any failure or interruption of Ad Spend payment;

(b) currency conversion, foreign exchange, or fees charged by the Platform or your card issuer;

(d) Platform credit notes, promotional credits, sales tax, or value added tax;

(e) the volume, level, or pacing of Ad Spend, including any over-spend, under-spend, or runaway spend, save to the extent caused by our gross negligence or wilful default; or

(f) any failure of the Platform to deliver advertising in proportion to Ad Spend.

10.3 You acknowledge that we may, in the course of optimising campaigns, set, adjust, pause, increase, decrease, or reallocate Ad Spend budgets in line with the agreed strategy, and you authorise us to do so. We will use reasonable care in doing so, but we are not liable for the variance between Ad Spend forecasts and actual Ad Spend incurred, except to the extent of our liability under clauses 32 to 36.

11. Goods and Services Tax and Other Taxes

11.1 Where you are resident in New Zealand or otherwise treated as receiving the Services in New Zealand for the purposes of the Goods and Services Tax Act 1985, our Fees are inclusive of New Zealand Goods and Services Tax (GST) at the prevailing rate (currently 15%), where applicable.

11.2 Where you are a non-resident receiving the Services outside New Zealand at the time of supply, the Services are zero-rated for GST under section 11A of the Goods and Services Tax Act 1985.

11.3 You are responsible for any other taxes, duties, levies, customs charges, withholdings, or imposts payable in your jurisdiction or in connection with the Agreement, and our Fees are net of any such amounts.

11.4 If any withholding tax or similar deduction is required by Applicable Law in your jurisdiction, you will gross up the Fees so that we receive the full amount that would have been received but for the withholding.

12. Refunds

12.1 To the maximum extent permitted by Applicable Law, Fees paid or payable in respect of any month or period for which the Services have commenced are non-refundable and are payable in full.

12.2 We do not provide pro-rata refunds in respect of:

(a) any period in which you cancel, pause, request reduced Services, or fail to provide assets, access, or instructions required to deliver the Services;

(b) any period in which you are in breach of the Agreement;

(d) any one-off Fee paid for setup, training, audit, or project-based work that has commenced.

12.3 We do not refund Ad Spend in any circumstance, as Ad Spend is paid by you direct to the Platform and is not received by us.

12.4 Nothing in this clause 12 limits any non-excludable refund right you may have under Applicable Law.

13. Chargebacks

13.1 You agree that you will not initiate any chargeback, payment reversal, dispute, or claim with your card issuer, bank, payment processor, or Stripe in respect of any Fee, without first:

(a) notifying us in writing of the disputed Fee and the reason for the dispute; and

(b) allowing us a period of at least seven (7) Business Days to respond and propose a resolution.

13.2 Any chargeback or reversal initiated in breach of clause 13.1, or which is otherwise unjustified or fraudulent, constitutes a debt due and owing to us, together with:

(a) any fees, charges, costs, or penalties imposed on us by Stripe, our bank, or any third party in connection with the chargeback;

(b) interest at the rate set out in clause 14.3; and

13.3 The recovery rights in clause 13.2 are in addition to, and not in substitution for, any other rights we have under the Agreement or at law.

14. Late Payment

14.1 If any Fee or other amount payable under the Agreement is not paid on the due date:

(a) we may retry the charge via Stripe (or any successor payment processor) one or more times;

(b) if the Fee remains unpaid for seven (7) Business Days after the due date, we may suspend any or all Services under clause 48 without further notice; and

(c) we may continue to incur, on your behalf or otherwise, costs to wind down or preserve campaigns or assets, which costs are recoverable from you.

14.2 The suspension or termination of Services for non-payment does not relieve you of your obligation to pay any Fee that has accrued or become payable.

14.3 Overdue amounts accrue default interest at the rate of two percent (2%) per month, compounding monthly, from the due date until payment is received in cleared funds.

14.4 You are responsible for our reasonable costs of recovery of overdue amounts, including debt collection agency fees, dishonour fees, legal costs on a solicitor and own client basis, and court costs.

14.5 Set-off. We may set off, deduct, or recoup any amount due or payable by you to us under the Agreement against any amount we may owe to you (whether under the Agreement or otherwise). You may not set off, deduct, withhold, or counter-claim any amount payable by you to us, except where required by a final non-appealable order of a court of competent jurisdiction.

Part D — Client Obligations

15. Client Warranties and Representations

15.1 You represent and warrant to us, on the date of acceptance and on a continuing basis throughout the Agreement, that:

(a) you have full power, authority, and capacity to enter into and perform the Agreement;

(b) you are acquiring the Services in trade and for the purposes of a business, profession, or other commercial activity, and not for personal, domestic, or household use;

(c) all Client Materials you supply to us are owned by you or licensed to you on terms that permit the use we make of them under the Agreement;

(d) the Client Materials, and any advertising, content, claims, or offers based on them, do not and will not infringe the Intellectual Property Rights, privacy rights, publicity rights, contractual rights, or other rights of any third party, and do not and will not breach any Applicable Law;

(e) you have obtained all necessary consents, releases, permissions, and clearances (including model releases, location releases, music licences, and personal information consents) for all Client Materials supplied;

(f) your business operates in compliance with all Applicable Law, including consumer protection, anti-spam, anti-bribery, sanctions, advertising, privacy, and intellectual property laws;

(g) you are not subject to any sanctions, restrictions, or prohibitions under any Applicable Law that would prevent you from entering into or performing the Agreement;

(h) all information you have provided to us, including identity, contact, business, and payment information, is accurate, current, and complete; and

(i) you have not engaged in, and will not engage in, any conduct intended to mislead or defraud any Platform, advertising auction, end consumer, or regulator.

16. Cooperation and Asset Delivery

16.1 You agree to provide us with everything we reasonably require to perform the Services, including:

(a) timely access to your Meta Business Manager, ad accounts, Pages, Instagram accounts, Pixel, Conversions API, analytics, and any other Platform asset relevant to the Services;

(b) usable Client Materials (creative assets, brand guidelines, product information, pricing, location, opening hours, and other information);

(d) notification of any material change to your business circumstances that may affect the Services, including changes to pricing, location, available artists, opening hours, guest spots, booking processes, business structure, or contact details.

16.2 If you fail to provide cooperation as required by clause 16.1, we may:

(a) pause work until cooperation is provided;

(b) extend deadlines and reporting cycles by an equivalent period;

(d) terminate the Agreement for cause under clause 47 if the failure persists.

16.3 You acknowledge that any delay caused by your failure to cooperate is your responsibility, and we are not liable for any consequential reduction in Service performance.

17. Account Access, Credentials, and Cyber Security

17.1 You will grant us partner, agency, admin, or analyst-level access (as appropriate) to your Platform assets via the Platform's standard access mechanisms (for example, Meta Business Manager partner access).

17.2 You will not share your personal Platform login credentials with us, and we will not request them. Where any historical or exceptional arrangement involves the sharing of credentials, you indemnify us against any Loss arising from your election to share those credentials.

17.3 You are solely responsible for maintaining the security of your own Platform accounts, including the use of strong passwords, two-factor or multi-factor authentication, and recovery options.

17.4 On termination of the Agreement, you will promptly revoke any access we hold to your Platform assets. We may, but are not obliged to, remove our own access at termination.

17.5 You acknowledge and agree that:

(a) the existence of partner or agency access to your Platform assets is necessary for us to perform the Services;

(b) Platform access creates inherent security and operational risks, including the risk of unauthorised activity, account compromise, billing irregularity, and Platform enforcement action, all of which are outside our control;

(c) we are not liable for any Loss arising from any third party gaining unauthorised access to your Platform assets, except to the extent the unauthorised access is caused by our gross negligence or wilful default; and

(d) we are not liable for any action, decision, or enforcement step taken by any Platform in respect of your accounts, including bans, restrictions, ad rejections, audience invalidations, attribution changes, or feature deprecations.

17.6 Reasonable security only — no warranty. We maintain security measures appropriate to a small professional services business, which may include the use of strong passwords, multi-factor authentication on critical accounts, password managers, encrypted storage, current operating systems, regular software updates, and other safeguards we consider commercially reasonable from time to time. We make no warranty, representation, or guarantee (express, implied, statutory, or otherwise) that our systems, accounts, devices, networks, sessions, partner-access tokens, or any aspect of our operations are or will be free from unauthorised access, compromise, security incidents, or cyber attack.

17.7 Acknowledged residual risk. You acknowledge and agree that:

(a) no security measure is impenetrable, and the possibility of unauthorised access, account compromise, phishing, social engineering, credential theft, malware, ransomware, supply-chain attack, insider threat, session hijack, or other cyber incident cannot be eliminated;

(b) the Platforms, third-party tools, infrastructure, networks, and services on which the Services depend are outside our control and may themselves be subject to security incidents at any time;

(c) we have no control over your own security practices, devices, personnel, contractors, third-party service providers, or business processes, and a compromise originating on your side may flow through to your accounts or to ours regardless of our security; and

(d) cyber incidents may involve the use of legitimate access credentials, authorised partner-access tokens, browser sessions, or session cookies in a manner that appears to come from us or from authorised access pathways.

17.8 Compromise of our accounts, systems, or access. If any of our accounts, systems, devices, sessions, partner-access tokens, agency-level credentials, employee or contractor accounts, email accounts, password manager, or other access mechanisms are at any time compromised, accessed without authority, impersonated, or used by any third party to access, alter, post from, charge against, suspend, transfer, or otherwise interfere with your Platform accounts, your assets, your audience data, your Ad Spend, or any related matter:

(a) to the maximum extent permitted by Applicable Law, we have no responsibility or liability for any Loss you suffer in connection with that compromise or the third party's actions, including any Loss arising from unauthorised charges, unauthorised advertising, unauthorised posts, unauthorised audience changes, unauthorised data export, unauthorised access removal or transfer, Platform suspension, third-party claim, regulatory action, reputational harm, or Ad Spend, and you release us absolutely from any such Loss;

(b) the exclusion in clause 17.8(a) does not apply only to the extent the compromise is directly caused by our gross negligence or wilful default, and even then our liability is subject to the limitations and cap in clauses 27 to 30 and 33;

(c) we will notify you of any compromise materially affecting your Platform accounts as soon as reasonably practicable after we become aware of it, and will cooperate reasonably with you to mitigate ongoing impact, but we are not obliged to disclose the cause, source, technical detail, or scope of the compromise beyond what is required by Applicable Law;

(d) the Platform on which any unauthorised activity occurred is primarily responsible for reversing, refunding, or remediating that activity under its own terms (for example, Meta has its own processes for reversing unauthorised charges and restoring account state), and you agree to first pursue any available remedy with the Platform, your card issuer, your insurer, and any other third party, before seeking any remedy from us; and

(e) your sole and exclusive remedy against us in respect of any compromise of our accounts is limited as set out in this clause 17.8 and clauses 27 to 30, and in no event will our liability exceed the cap in clause 28.

17.9 Compromise of your accounts, systems, or access. Where your own Platform accounts, devices, sessions, credentials, multi-factor authentication, recovery methods, email accounts, employee accounts, contractor accounts, or related systems are compromised, accessed without authority, lost, stolen, transferred, deleted, or used by any third party:

(a) you are solely responsible for the incident, its consequences, its remediation, its reporting, and any related cost;

(b) we have no liability for any Loss arising directly or indirectly from that compromise, including Ad Spend, asset loss, audience loss, data loss, account suspension or restriction, third-party claim, regulatory action, or reputational harm; and

(c) we will, on your request and at your cost, cooperate reasonably with you and with the Platform to assist in remediation, but we are not obliged to undertake recovery work, dispute resolution with the Platform, forensic investigation, technical incident response, or breach notification services beyond the scope of the Services.

17.10 No insurance-style guarantee. Nothing in the Agreement constitutes a warranty, guarantee, indemnity, undertaking, or commitment by us in the nature of insurance against cyber, security, fraud, or unauthorised access incidents. To the extent you require financial protection against the risk of account compromise or cyber incident, it is your responsibility to obtain and maintain appropriate cyber liability insurance for your business. You acknowledge that the Fees you pay us are calculated on the basis that we do not bear such risks, that we do not maintain reserves to meet such risks, and that the risk allocation in this clause 17 and in clauses 27 to 33 is a fundamental basis on which we agree to provide the Services.

18. Compliance with Platform Policies and Law

18.1 You are solely responsible for ensuring that your business, your Client Materials, your offers, and your advertising comply with:

(a) the advertising policies, community standards, commerce policies, and terms of service of each relevant Platform;

(b) all Applicable Law, including consumer protection, advertising standards, anti-spam, privacy, intellectual property, and industry-specific regulation; and

18.2 We may provide guidance, suggestions, or warnings in respect of Platform policy or Applicable Law as part of the Services. Any such guidance is informational only, is not legal advice, and is not a guarantee that any advertising will be approved, distributed, or free from regulatory or third-party challenge.

18.3 We are not responsible or liable for any ad rejection, account restriction, account ban, page warning, BSP action, dispute, complaint, regulatory action, or third-party challenge arising from your non-compliance with Platform policies or Applicable Law.

Part E — Intellectual Property

19. Our Pre-existing and Background Intellectual Property

19.1 We own and retain all Intellectual Property Rights in:

(a) our methodology, frameworks, structures, systems, processes, templates, prompts, scripts, briefs, workflows, training materials, internal documentation, and know-how;

(b) any pre-existing tools, software, configurations, datasets, audience structures, dashboards, reports, or other materials we use, develop, or own at the commencement of, or independently from, the Agreement;

(c) any improvements, modifications, derivatives, or developments of any of the foregoing, regardless of whether developed in the course of providing the Services to you; and

(d) all Deliverables that have not been delivered as final to you, all internal working notes, drafts, internal reports, and analytics dashboards we do not share with you as final Deliverables.

19.2 Nothing in the Agreement transfers, assigns, or licences any of the Intellectual Property Rights described in clause 19.1 to you except to the extent expressly stated in clause 21.

20. Your Intellectual Property

20.1 As between you and us, you own and retain all Intellectual Property Rights in:

(a) your trade marks, brand assets, logos, and brand identity;

(b) Client Materials supplied by you to us; and

(c) your customer data, audiences (other than audiences derived from our methodology), and account history (subject to Platform terms).

20.2 You grant us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, sublicensable licence to use, copy, modify, adapt, store, display, reproduce, and distribute the Client Materials and your trade marks and brand assets for the purposes of:

(a) performing the Services;

(b) operating our business; and

21. Licence to Deliverables

21.1 Subject to full payment of all Fees due to us under the Agreement, we grant you a non-exclusive, perpetual, royalty-free, worldwide licence to use, reproduce, and adapt the final ad copy, creative briefs, and other final Deliverables we have originated for you, solely for your own internal business and marketing purposes.

21.2 The licence in clause 21.1 does not include:

(a) the right to sublicense, resell, repackage, distribute, or commercially exploit the Deliverables independently of your own marketing activities;

(b) the right to claim authorship of, or ownership in, the underlying methodology or any reusable structures embedded in the Deliverables; or

21.3 We do not assign, transfer, or grant exclusive rights in any Deliverable. If you wish to acquire an exclusive licence to or assignment of any Deliverable, we may agree to do so separately in writing for an additional Fee.

22. Marketing, Case Studies, and Portfolio

22.1 You agree that we may use:

(a) the fact that you are or were a Bonehead Digital Client;

(b) your business name, brand name, social media handles, and logo;

(d) summary performance metrics expressed in ranges, percentages, multiples, or indicative figures (and not as raw revenue, profit, or other commercially sensitive numbers tied to you in identifying detail); and

(e) anonymised or aggregated learnings derived from the engagement,

on our website, social media, blog, sales materials, presentations, case studies, and other marketing channels.

22.2 You may opt out of the use described in clause 22.1 at any time by notifying us in writing. An opt-out applies prospectively and does not require us to remove materials already published.

23. AI, Automation, and Third-Party Tools

23.1 You acknowledge and agree that, in the course of performing the Services, we may use:

(a) artificial intelligence systems, machine learning models, large language models, generative AI tools, and similar automated systems;

(b) automation platforms, no-code tools, and integration tools;

(c) third-party advertising tools, analytics tools, creative tools, copywriting tools, image generators, and reporting tools; and

(d) other software, services, and tools selected at our discretion.

23.2 Outputs of the tools referred to in clause 23.1 may contain errors, inaccuracies, biases, or generated content. We use professional judgement to review and refine such outputs, but we do not guarantee their accuracy, originality, or freedom from third-party rights.

23.3 You acknowledge that final responsibility for reviewing, approving, and publishing any advertising or content based in whole or in part on AI-generated or automated outputs rests with you, and we are not liable for any Loss arising from your election to publish or rely on such content.

23.4 The use, integration, and configuration of any third-party tool by us in performing the Services does not entitle you to any direct relationship with, or rights against, the third-party provider of that tool.

24. Performance Data and Analytics

24.1 We may collect, store, analyse, and use performance data, campaign data, audience insights, and metadata derived from the Services for the purposes of:

(a) delivering the Services to you;

(b) reporting to you;

(d) benchmarking, training, research, and development;

(e) producing aggregated, anonymised, or de-identified case studies, insights, and industry reports; and

(f) any other purpose consistent with our internal business operations and these Terms.

24.2 Aggregated, anonymised, or de-identified data and insights derived from the Services are owned by us and may be used for any lawful purpose.

Part F — Confidentiality and Data

25. Confidentiality

25.1 Confidential Information means any information disclosed by one Party to the other in connection with the Agreement that is marked as confidential, or that a reasonable person would understand to be confidential in the circumstances, including pricing, methodology, customer lists, audience data, performance figures, financial information, strategy, internal documentation, and unpublished plans.

25.2 Each Party agrees that it will:

(a) use the other Party's Confidential Information only for the purposes of the Agreement;

(b) keep the other Party's Confidential Information secure using reasonable measures;

(c) not disclose the other Party's Confidential Information to any third party other than its personnel, advisors, subcontractors, and service providers who need to know it for the purposes of the Agreement and who are bound by equivalent confidentiality obligations; and

(d) on termination of the Agreement and on the other Party's written request, return or destroy the other Party's Confidential Information, subject to retention rights under clause 25.4.

25.3 Clause 25.2 does not apply to information that:

(a) is or becomes generally available to the public other than through a breach of the Agreement;

(b) was known to the receiving Party without an obligation of confidentiality before disclosure;

(c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; or

(d) is required to be disclosed by Applicable Law, court order, or regulator.

25.4 Each Party may retain copies of the other Party's Confidential Information to the extent required by Applicable Law, professional obligations, internal record-keeping, audit, archival policy, backup systems, or for the purpose of evidencing compliance with the Agreement.

25.5 This clause 25 survives termination of the Agreement for a period of three (3) years.

26. Privacy and Personal Information

26.1 We comply with the Privacy Act 2020 (NZ) and, in respect of Australian Clients, the Privacy Act 1988 (Cth), in our collection, use, storage, and disclosure of Personal Information.

26.2 We collect and use only the Personal Information reasonably necessary to provide the Services, including your contact details, business details, billing details (held by Stripe), advertising performance data, and any Personal Information you provide to us in the course of the Services.

26.3 We use Personal Information for the following purposes only:

(a) delivery of the Services;

(b) reporting and communication;

(d) compliance with Applicable Law, professional obligations, and tax and accounting requirements;

(e) improvement of our Services in aggregated or de-identified form;

(f) marketing of our Services to existing or prospective Clients, in accordance with the Unsolicited Electronic Messages Act 2007 and equivalent law; and

(g) protection of our legal interests, including in dispute resolution.

26.4 We do not sell Personal Information. We do not disclose Personal Information to third parties except:

(a) to our service providers, subcontractors, and Platforms as reasonably required to provide the Services;

(b) to our professional advisors;

(d) with your consent.

26.5 Where Personal Information is disclosed to a service provider, subcontractor, or Platform based outside New Zealand, we take reasonable steps to ensure that the recipient is required to protect the information in a manner that overall provides comparable safeguards to those in the Privacy Act 2020, in accordance with Information Privacy Principle 12.

26.6 You acknowledge and agree that:

(a) the operation of advertising campaigns on any Platform necessarily involves the processing of Personal Information by the Platform (including Meta Platforms, Inc. in the United States) on its own terms;

(b) you remain responsible for the lawful collection and use of Personal Information about your customers, leads, audiences, and end-users, including for compliance with consent, notice, and data subject rights requirements; and

(c) you will provide all required privacy notices and obtain all required consents from your customers, leads, audiences, and end-users.

26.7 If we become aware of a privacy breach involving your Personal Information that is reasonably likely to cause serious harm, we will notify you and the Office of the Privacy Commissioner as required under the Privacy Act 2020.

26.8 You may request access to or correction of Personal Information we hold about you by contacting us using the details in clause 65.

26.9 Foreign data protection laws. Where any foreign data protection, privacy, or information security law applies (whether by reason of your location, your customers' location, the location of any data, or otherwise) to Personal Information processed under or in connection with the Agreement, including:

(a) the General Data Protection Regulation (EU) 2016/679 (the GDPR) and the data protection or privacy laws of any member state of the European Union, the European Economic Area, the Republic of Ireland, France, Germany, Spain, Italy, the Netherlands, or any other EU or EEA member state;

(b) the United Kingdom General Data Protection Regulation and the Data Protection Act 2018 (UK GDPR);

(d) the Personal Information Protection and Electronic Documents Act (Canada) and equivalent provincial legislation in Canada (including Québec's Law 25, British Columbia's PIPA, and Alberta's PIPA);

(e) the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and any other state-level privacy law in the United States;

(f) the Personal Data Protection Act (Singapore);

(g) the Lei Geral de Proteção de Dados (Brazil);

(h) any other foreign data protection, privacy, or information security law applicable from time to time,

(together, Foreign Data Protection Laws),

then:

(i) as between you and us, you are the controller, business, or equivalent senior decision-making party in respect of all Personal Information of your customers, leads, audiences, end-users, and third parties processed in the course of the Services. We act only as a processor, service provider, or equivalent role acting on your documented instructions, and only to the extent necessary to provide the Services;

(ii) you are solely responsible for ensuring there is a lawful basis (consent, contract, legitimate interest, or otherwise) for the processing of such Personal Information, for obtaining and recording any required consents, for providing all required privacy notices to data subjects, for handling data subject requests (including access, correction, deletion, restriction, portability, and objection), and for responding to any regulatory enquiry or complaint;

(iii) the Parties will, on your reasonable request and at your cost, enter into such additional data processing agreement, standard contractual clauses, addendum, transfer impact assessment, or supplementary measures as may be reasonably required to facilitate compliance with any Foreign Data Protection Law;

(iv) any cross-border transfer of Personal Information necessitated by the Services (including, without limitation, to Platforms based outside your jurisdiction or in the United States) is undertaken with your authorisation and on your behalf. You remain responsible for ensuring that such transfer is lawful under your local law and that any required transfer mechanism (such as standard contractual clauses, adequacy decision, derogation, binding corporate rules, or similar) is in place;

(v) we are not liable for any Loss arising from any non-compliance by you with any Foreign Data Protection Law, or from the act or omission of any Platform, processor, sub-processor, or third party other than us; and

(vi) you indemnify us against any Loss arising from your failure to comply with any obligation under this clause 26.9 or under any Foreign Data Protection Law, including any regulatory fine, penalty, third-party claim, defence cost, or remediation cost.

Part G — Liability and Risk Allocation

27. Exclusion of Indirect and Consequential Loss

27.1 To the maximum extent permitted by Applicable Law, we are not liable to you for any:

(a) loss of revenue, profit, savings, turnover, business, business opportunity, bookings, customers, contracts, or goodwill;

(b) loss or corruption of data, audience data, account data, conversion data, or pixel data;

(d) loss caused by Platform downtime, outage, account action, restriction, ban, suspension, or content removal;

(e) reputational harm, brand damage, public relations cost, or social-media backlash;

(f) regulatory fines, penalties, or sanctions imposed on you;

(g) increased Ad Spend, opportunity cost, cost of cover, or wasted expenditure;

(h) third-party legal action, complaint, or claim against you; or

(i) any indirect, consequential, special, exemplary, aggravated, or punitive Loss,

whether arising in contract, tort (including negligence), equity, statute, restitution, or otherwise, and whether or not we were advised of the possibility of such Loss.

28. Liability Cap

28.1 Subject to clause 30, our total aggregate liability to you under or in connection with the Agreement, whether arising in contract, tort (including negligence), equity, statute, restitution, indemnity, or otherwise, in respect of all claims and causes of action arising in any twelve (12) month period, is limited to the lesser of:

(a) the total Fees you have actually paid to us under the Agreement in the twelve (12) months immediately preceding the first event giving rise to the claim or claims; and

(b) the proceeds we actually recover from our professional indemnity, cyber liability, or other relevant insurance policy in respect of the claim or claims (if any).

28.2 For the avoidance of doubt:

(a) the cap in clause 28.1 applies in aggregate to all liabilities of every kind, including liability under any indemnity given by us;

(b) where the Fees paid in the relevant twelve (12) month period are zero (including during a Trial), our liability is limited to NZ$1,000;

(d) the cap applies whether the claim is brought by you, by an entity related to or controlled by you, or by any third party in respect of whom you provide an indemnity.

29. Platform and Third-Party Exclusions

29.1 We are not liable for, and you release us from any Loss arising from:

(a) the actions, decisions, policies, terms, billing, technical failures, downtime, attribution methodology, or feature changes of any Platform;

(b) the suspension, restriction, banning, disabling, or rejection of any account, page, ad, asset, or campaign by any Platform;

(d) any error, inaccuracy, or bias in the output of any artificial intelligence, machine learning, or automated system;

(e) any change to Applicable Law, regulation, Platform policy, advertising standards code, or industry practice affecting the Services; and

(f) any cyber, security, phishing, social engineering, ransomware, or unauthorised access incident, except to the extent caused by our gross negligence or wilful default.

30. Carve-Outs from Liability Limitations

30.1 Nothing in the Agreement excludes, restricts, or limits the liability of either Party for:

(a) death or personal injury caused by the Party's negligence;

(b) fraud or fraudulent misrepresentation;

(d) any liability that, under Applicable Law, cannot be excluded, restricted, or limited (including under sections 9, 13, or 14 of the Fair Trading Act 1986); or

(e) your obligation to pay Fees and other amounts due under the Agreement.

31. Indemnity by Client

31.1 You will indemnify, defend, and hold us harmless, and our personnel, contractors, agents, and assignees, against any Loss suffered or incurred arising directly or indirectly from:

(a) your breach of the Agreement, including breach of any warranty or representation in clause 15;

(b) your breach of any Applicable Law, including consumer protection, advertising standards, anti-spam, privacy, sanctions, intellectual property, or industry-specific law;

(c) any third-party claim arising from the Client Materials, including any claim of Intellectual Property Right infringement, defamation, breach of confidence, breach of privacy, breach of moral rights, or breach of contract;

(d) your breach of any Platform's terms of service, advertising policy, community standards, or commerce policy after we have notified you of the issue;

(e) any fraud, wilful default, or unlawful conduct by you or your personnel; and

(f) your authorisation of any access to your Platform accounts, including the granting of credentials in breach of clause 17.2;

(g) any compromise, unauthorised access, or cyber incident affecting your accounts, devices, sessions, credentials, multi-factor authentication, recovery methods, or related systems, as contemplated by clause 17.9, including any Loss we suffer as a result of such compromise; and

(h) any failure by you to comply with any Foreign Data Protection Law, as contemplated by clause 26.9.

31.2 The indemnity in clause 31.1 is subject to the cap in clause 28.1, except where the Loss arises from your fraud, wilful default, breach of clause 15.1(d), or breach of clause 18.1.

31.3 We may, at our election:

(a) defend any claim covered by this indemnity at your cost;

(b) require you to defend such claim, in which case you will not settle the claim without our prior written consent (not to be unreasonably withheld); and

32. Indemnity by Us

32.1 Subject to clauses 28 to 30, we will indemnify you against any Loss arising from a third-party claim that the final ad copy or creative briefs we originated for you (excluding any portion supplied or directed by you) infringes the Intellectual Property Rights of a third party in New Zealand, provided you:

(a) notify us promptly of the claim;

(b) give us sole control of the defence and settlement of the claim;

(d) do not admit liability, settle, or make any statement that compromises the defence.

32.2 The indemnity in clause 32.1 does not apply where the alleged infringement arises from:

(a) Client Materials supplied or directed by you;

(b) modifications to a Deliverable made by you or any third party;

(d) use of a Deliverable outside the scope of the licence in clause 21; or

(e) use of a Deliverable after we have notified you to cease use.

33. Limitation Period for Claims

33.1 To the maximum extent permitted by Applicable Law, you will not bring any claim against us under or in connection with the Agreement (whether arising in contract, tort, equity, statute, or otherwise) more than twelve (12) months after the date on which the cause of action first accrued.

33.2 Clause 33.1 operates to shorten the limitation period that would otherwise apply under the Limitation Act 2010 or any equivalent legislation, and you acknowledge that you understand and accept that consequence.

34. Insurance

34.1 We may, at our discretion, maintain professional indemnity, cyber liability, and other insurance cover in such amounts and on such terms as we consider appropriate.

34.2 We are not obliged to maintain insurance at any specific level, and you have no third-party rights against any of our insurers.

Part H — Statutory Position

35. Consumer Guarantees Act 1993 — Contracting Out

35.1 You and we both confirm that:

(a) the Services are supplied by us in trade and acquired by you in trade, within the meaning of the Consumer Guarantees Act 1993 (the CGA);

(b) both Parties are in trade for the purposes of section 43(2) of the CGA;

(d) accordingly, the Parties agree that the provisions of the CGA do not apply to the supply of the Services under the Agreement, and any guarantees, conditions, warranties, rights, or remedies under the CGA are excluded to the maximum extent permitted.

35.2 You acknowledge that, in agreeing to clause 35.1, you have had the opportunity to:

(a) read and consider these Terms in full;

(b) seek independent legal advice;

(d) decline to enter the Agreement if you did not agree with this clause.

35.3 Where, despite clause 35.1, the CGA is held to apply to the Services, our liability under the CGA is, to the maximum extent permitted by Applicable Law, limited at our election to:

(a) the supply of the Services again; or

(b) the payment of the cost of having the Services supplied again,

in accordance with section 32 of the CGA.

36. Fair Trading Act 1986

36.1 Nothing in the Agreement excludes, restricts, or modifies any right or remedy you may have under section 9, 13, or 14 of the Fair Trading Act 1986, or any other provision of that Act that cannot lawfully be contracted out of.

36.2 To the maximum extent permitted by Applicable Law, where any provision of the Fair Trading Act 1986 applies to the Agreement and may be contracted out of, you and we agree to contract out of that provision, and you acknowledge that it is fair and reasonable to do so having regard to clause 35.2.

37. Australian Consumer Law

37.1 If you are based in Australia and are a "consumer" under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), nothing in the Agreement excludes, restricts, or modifies any right or remedy you have under that law that cannot lawfully be contracted out of.

37.2 Where the Australian Consumer Law permits us to limit our liability for breach of a consumer guarantee in respect of services, our liability is limited at our election to:

(a) the supply of the services again; or

(b) the payment of the cost of having the services supplied again.

Part I — Term and Termination

38. Trial Period

38.1 Where we offer you a Trial, the Trial runs from the date your first advertising is published or the date we agree in writing, for the period stated (typically two (2) weeks).

38.2 During the Trial, we waive or discount our Fees as agreed. You remain responsible for your own Ad Spend payable to the relevant Platform and for any costs of third-party tools or services you separately authorise.

38.3 At the end of the Trial, if you continue with the Services, your standard or agreed Fees become payable from the next Billing Date.

38.4 Trials are non-transferable, may be limited to first-time Clients, and may not be combined with any other promotional offer except as we agree in writing.

39. Term

39.1 The Agreement commences on acceptance under clause 3 and continues on a rolling monthly basis (or in accordance with any other term agreed in writing) until terminated under this Part I.

39.2 There is no minimum term, and no early-exit Fee applies, unless otherwise expressly agreed in writing between the Parties as part of a custom or bespoke arrangement under clause 8.

40. Cancellation by You

40.1 You may cancel the Agreement at any time by giving us at least fourteen (14) days' written notice (by email to the address in clause 65, or by cancelling through your Stripe customer portal where available).

40.2 Cancellation takes effect at the end of the current monthly billing period in which the notice period ends. We will continue to perform the Services through to that effective date.

40.3 We do not provide refunds in respect of the current billing month or any earlier period.

41. Cancellation by Us for Convenience

41.1 We may cancel the Agreement at any time and for any reason by giving you at least fourteen (14) days' written notice.

41.2 Where we cancel under clause 41.1, we will refund any Fees prepaid by you in respect of any period after the effective date of termination, on a pro-rata basis.

42. Termination for Cause

42.1 Either Party may terminate the Agreement immediately by written notice if the other Party:

(a) materially breaches the Agreement and, where the breach is capable of remedy, fails to remedy the breach within seven (7) Business Days of being asked to do so in writing;

(b) becomes insolvent, bankrupt, or unable to pay its debts as they fall due, has a receiver, liquidator, statutory manager, or administrator appointed, enters into a compromise or arrangement with creditors, or commits any analogous act in any jurisdiction; or

42.2 We may terminate the Agreement immediately by written notice if:

(a) any Fee remains unpaid more than fourteen (14) days after the due date;

(b) you instruct us to provide Services that we reasonably consider to be unlawful, misleading, in breach of Platform policy, or otherwise contrary to professional standards, and you refuse to amend the instruction after we have raised it in writing;

(d) you behave in a manner that is abusive, threatening, harassing, discriminatory, or repeatedly disrespectful toward us, our personnel, our subcontractors, or our other Clients;

(e) we are required by Applicable Law, court order, regulatory direction, sanctions regime, or Platform terms to cease providing the Services to you; or

(f) we reasonably consider that continuing the Agreement would expose us to material legal, financial, reputational, or operational risk.

43. Suspension

43.1 We may suspend any or all of the Services immediately on notice (which may be retrospective) if:

(a) you are in breach of the Agreement, including for non-payment;

(b) we are investigating any suspected breach;

(d) the Services or our systems are subject to a security incident; or

(e) the suspension is reasonably necessary to protect our interests or those of other Clients.

43.2 Suspension does not relieve you of your obligation to pay Fees during the period of suspension, except where the suspension is caused solely by our act or omission.

44. Effect of Termination

44.1 On termination of the Agreement:

(a) all unpaid Fees accrued or invoiced up to and including the effective date of termination become immediately due and payable;

(b) each Party will return or destroy the other Party's Confidential Information, subject to clause 25.4;

(d) we will provide handover support of up to two (2) hours within the final billing period at no additional cost, and any further handover support is chargeable at our standard hourly rate; and

(e) any licences we have granted under clauses 20.2 (in respect of Client Materials previously used) and 21.1 (in respect of Deliverables) continue in accordance with their terms.

44.2 Termination is without prejudice to any right or remedy that has accrued before the date of termination.

45. Survival

45.1 The following clauses survive termination of the Agreement: clauses 1, 2, 6, 12, 13, 14, 15, 19, 20.2, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 44, 45, 52 to 64, and any other clause that by its nature is intended to survive.

Part J — General Provisions

46. Subcontracting

46.1 We may engage subcontractors, freelancers, virtual assistants, agencies, contractors, or other service providers to perform all or any part of the Services, without notice to or consent from you.

46.2 We remain responsible to you for the performance of the Services subcontracted, as if we had performed them ourselves.

46.3 You will not, without our prior written consent, attempt to engage, contract, employ, or otherwise solicit any subcontractor of ours.

47. Non-Solicitation

47.1 During the term of the Agreement and for a period of twelve (12) months after termination, you will not, directly or indirectly:

(a) solicit, induce, or attempt to induce any employee, contractor, or subcontractor of ours who has worked on your account to terminate their engagement with us; or

(b) engage, hire, employ, or contract with any such person to provide services in competition with or substitution for the Services,

except in response to a general public job advertisement not specifically targeted at our personnel.

48. Force Majeure

48.1 A Force Majeure Event means any event or circumstance beyond a Party's reasonable control, including:

(a) act of God, fire, flood, earthquake, storm, natural disaster, or extreme weather event;

(b) war, armed conflict, terrorism, civil unrest, riot, insurrection, or sabotage;

(d) epidemic, pandemic, public health emergency, or quarantine;

(e) strike, lock-out, industrial dispute, or labour action;

(f) failure, outage, degradation, or modification of telecommunications, internet, hosting, power, or data infrastructure;

(g) failure, outage, degradation, modification, suspension, ban, restriction, policy change, attribution change, algorithm change, or other action or inaction of any Platform; and

(h) cyber attack, ransomware, distributed denial of service, or other malicious cyber event.

48.2 A Party affected by a Force Majeure Event is not liable for failure or delay in performing its obligations (other than payment obligations) caused by the Force Majeure Event, provided it gives prompt notice and takes reasonable steps to mitigate.

48.3 If a Force Majeure Event continues for thirty (30) consecutive days, either Party may terminate the Agreement on written notice, without liability except in respect of accrued rights.

49. Variation of Terms

49.1 We may amend these Terms from time to time. Where any amendment is material, we will give existing Clients at least thirty (30) days' written notice (by email, in our reports, in Stripe communications, by notification through our website, or by any other reasonable means).

49.2 If you do not agree to a material amendment, you may cancel the Agreement under clause 40 with effect from the end of the current billing month, and the amended Terms will not apply to you during that final billing month.

49.3 Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms.

49.4 Non-material amendments (including clarifications, formatting changes, corrections, and updates to non-substantive matters such as contact details, pricing references, or Platform names) take effect on publication without prior notice.

50. Assignment

50.1 You may not assign, transfer, novate, or otherwise dispose of any of your rights or obligations under the Agreement without our prior written consent.

50.2 We may assign, transfer, novate, or otherwise dispose of any of our rights or obligations under the Agreement at any time, including in connection with any restructuring, incorporation, sale, merger, or transfer of business, by giving you notice.

51. Notices

51.1 Any notice given under the Agreement must be in writing and may be given by email to the email address of the relevant Party as held on our records or as last notified in writing.

51.2 A notice is deemed received on the next Business Day after sending, unless the sender receives a non-delivery or bounce notification.

51.3 Notices regarding suspension, termination, breach, or commencement of legal proceedings must be sent to the email address tom@boneheaddigital.com (for notices to us) and to the email address held on our records for you.

52. Relationship of the Parties

52.1 The Parties are independent contracting parties. Nothing in the Agreement creates any employment, partnership, joint venture, agency, fiduciary, or trust relationship between the Parties.

52.2 Neither Party has authority to bind the other or to incur any obligation on behalf of the other except as expressly provided in the Agreement.

53. No Reliance

53.1 You acknowledge and agree that, in entering into the Agreement, you have not relied on any representation, warranty, statement, promise, assurance, projection, forecast, case study, testimonial, or other communication of any kind (whether oral, written, express, implied, or otherwise) other than those expressly set out in the Agreement.

53.2 To the maximum extent permitted by Applicable Law, you waive any right or remedy you might otherwise have in respect of any such representation, warranty, statement, promise, assurance, projection, forecast, case study, testimonial, or other communication not expressly set out in the Agreement.

53.3 Nothing in this clause 53 limits or excludes liability for fraud or fraudulent misrepresentation.

54. Entire Agreement

54.1 The Agreement constitutes the entire agreement between the Parties on the subject matter and supersedes all prior and contemporaneous communications, agreements, understandings, proposals, and representations between the Parties, whether oral or written.

55. Severability

55.1 If any provision of the Agreement is held by any court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part, the remainder of the Agreement continues in full force and effect.

55.2 To the maximum extent permitted by Applicable Law, the invalid, illegal, or unenforceable provision is to be read down to the minimum extent necessary to make it valid, lawful, and enforceable, while preserving the original intent of the Parties.

56. No Waiver

56.1 No failure or delay by either Party to exercise any right, power, or remedy under the Agreement operates as a waiver of that right, power, or remedy.

56.2 A single or partial exercise of a right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy.

56.3 Any waiver of a right, power, or remedy must be in writing and signed (which may include by email) by the waiving Party.

57. Counterparts and Electronic Acceptance

57.1 The Agreement may be accepted in counterparts, by electronic acceptance, by email exchange, by clickwrap, or by any other means that satisfy the Electronic Transactions Act 2002 or equivalent Applicable Law.

57.2 The Parties acknowledge that electronic acceptance constitutes a legally binding signature for all purposes.

58. No Third-Party Rights

58.1 No person other than the Parties has any right under the Contract and Commercial Law Act 2017 (or any equivalent law) to enforce any term of the Agreement.

59. Governing Law and Jurisdiction

59.1 The Agreement is governed by and construed in accordance with the laws of New Zealand.

59.2 The Parties submit to the exclusive jurisdiction of the New Zealand courts and tribunals in respect of any dispute arising out of or in connection with the Agreement, except that we may bring proceedings in the courts of any jurisdiction in which you reside or hold assets for the purpose of recovering unpaid Fees or enforcing any judgment.

60. Dispute Resolution

60.1 Before commencing any court or tribunal proceeding (other than for urgent injunctive relief or for the recovery of unpaid Fees), the Parties will:

(a) first raise the dispute in writing with the other Party, setting out the nature of the dispute and the relief sought;

(b) attempt in good faith to resolve the dispute within fourteen (14) Business Days of the notice;

(c) if not resolved, consider mediation through Resolution Institute (or another mutually agreed mediation provider), with each Party bearing its own costs and the mediator's fees shared equally.

60.2 If the dispute is not resolved through clauses 60.1(a) to (c), either Party may commence proceedings in the New Zealand Disputes Tribunal (in respect of disputes within its jurisdiction) or the appropriate New Zealand court.

60.3 This clause 60 does not prevent either Party from seeking urgent injunctive or other equitable relief at any time.

61. Anti-Bribery, Sanctions, and Compliance

61.1 Each Party will comply with all Applicable Law concerning anti-bribery, anti-corruption, anti-money laundering, modern slavery, and economic sanctions.

61.2 You represent and warrant that you are not, and you are not owned or controlled by any person who is, the subject of any sanctions administered by the New Zealand Government, the United Nations Security Council, the United States Office of Foreign Assets Control, the European Union, the United Kingdom, or any other applicable sanctions authority.

62. Cumulative Rights

62.1 The rights and remedies provided under the Agreement are cumulative and in addition to any other rights and remedies available at law or in equity, and are not exclusive.

63. Further Assurances

63.1 Each Party will do all such acts and execute all such documents as may reasonably be required to give full effect to the Agreement.

64. Interpretation

64.1 In the Agreement, unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and vice versa;

(d) a reference to a statute or regulation includes any amendment, replacement, or successor;

(e) the words "including", "for example", and "in particular" do not limit the generality of any preceding words;

(f) "writing" includes email, direct message, SMS, and any other electronic form;

(g) all references to currency are to the currency specified in clause 9.4 and, in the absence of specification, to New Zealand Dollars; and

(h) all references to time are to New Zealand Standard Time.

65. Contact

Bonehead Digital
Operator: Thomas Hablous (sole trader, New Zealand)
Email: tom@boneheaddigital.com
Web: boneheaddigital.com

Bonehead Digital — Terms of Service — Version 4.1 — Last Updated 14 May 2026. Effective from 14 May 2026.