Terms and Conditions

1. Parties and scope

Agreement parties
These Terms and Conditions (the Terms) are between Ayona Limited (trading as Ayona) of 7C Aldersgate Road, Hillsborough, Auckland 1042, New Zealand (“Ayona”, “we”, “us”, “our”) and the person or entity that accepts these Terms (“Client”, “you”, “your”).

Scope
These Terms govern the provision of social media, advertising, creative, influencer, moderation, analytics, and related services (the Services) described in a proposal, statement of work, order form, or invoice (each a SOW). Each SOW is incorporated into these Terms.

 

2. Definitions

Definitions used in these Terms:

Deliverables: content, creative assets, reports, and other outputs produced by Ayona under a SOW.

Platform: any third‑party social network, ad network, marketplace, or analytics provider used to deliver Services.

Confidential Information: non‑public business, technical, or personal information disclosed by a party.

Personal Information: information about an identifiable individual as defined in the Privacy Act 2020.

DPA: Data Processing Agreement between Ayona and Client when Ayona processes Client personal data.

 

3. Services and client responsibilities

Ayona obligations

Provide Services described in the SOW with reasonable skill, care, and in accordance with industry standards.

Use reasonable efforts to meet agreed timelines but will not be liable for delays caused by Client, Platforms, or third parties.

Maintain appropriate security measures for Client data and comply with the DPA where applicable.

Client obligations

Provide timely access to accounts, assets, approvals, brand guidelines, and accurate information.

Ensure Client has lawful authority to provide audience lists, customer data, and to instruct Ayona to process personal information.

Review and approve Deliverables within agreed review periods; failure to respond is deemed approval.

Comply with Platform terms and applicable laws (including advertising and consumer protection laws).

Third‑party services
Ayona may use Platforms, analytics, cloud providers, and subcontractors. Client consents to Ayona engaging subprocessors and to required data transfers under the DPA.

 

4. Fees, invoicing, and payment

Fees
Fees are set out in the SOW. All fees are exclusive of GST unless stated.

Invoicing and payment

Payment terms: invoices are payable within 14 days of invoice date unless the SOW specifies otherwise.

Late payments: overdue amounts accrue interest at 8% per annum or the maximum lawful rate. Client is responsible for collection costs.

Expenses: Client reimburses pre‑approved third‑party costs (ad spend, stock assets, influencer fees) on invoice.

Suspension for non‑payment: Ayona may suspend Services if invoices are overdue by more than 7 days after notice.

Refunds and credits
Refunds are only provided where expressly stated in the SOW or required by law. Ad spend is non‑refundable once spent on Platforms.

 

5. Intellectual property and licences

Ownership of pre‑existing IP
Each party retains ownership of its pre‑existing intellectual property.

Deliverables

Upon full payment, Ayona grants the Client a non‑exclusive, worldwide, royalty‑free licence to use Deliverables for the Client’s business purposes as set out in the SOW.

Ayona retains the right to use Deliverables for portfolio, marketing, and case study purposes unless the Client requests otherwise in writing and reasonable commercial terms are agreed.

Third‑party materials
Deliverables may include third‑party materials (fonts, stock media, platform assets). Client is responsible for any additional licences required; Ayona will notify Client of known licence restrictions.

Moral rights
To the extent permitted by law, the Client waives moral rights in Deliverables and agrees to obtain waivers from contributors where required.

 

6. Content standards, approvals, and platform compliance

Content approvals
Client must approve content in writing (including email) within the timeframe in the SOW. Approved content may be published by Ayona.

Compliance with laws and platform rules

Client warrants that content and audience lists comply with applicable laws (including the Fair Trading Act 1986 and Privacy Act 2020), Platform policies, and advertising standards.

Ayona may refuse to publish content that it reasonably believes breaches law or Platform rules. Ayona is not liable for Platform removals, account suspensions, or policy enforcement.

Competitions and promotions
If running competitions or promotions, Client must provide written rules and ensure compliance with Platform rules and applicable laws. Ayona may require Client to run promotions through Client accounts and to indemnify Ayona for promotion‑related claims.

 

7. Data protection and privacy

Roles and DPA

Where Ayona processes personal information on behalf of Client, the parties will execute a DPA that sets out processing purposes, security measures, subprocessors, and transfer mechanisms.

Client remains responsible for obtaining lawful authority (consent or other legal basis) for processing customer data and for the accuracy of audience lists.

Security
Ayona implements reasonable technical and organisational measures to protect personal information. Details are set out in the DPA.

Breach notification
Ayona will notify Client of any security incident affecting Client personal data in accordance with the DPA and the Privacy Act 2020.

 

8. Warranties, disclaimers, and limitations of liability

Warranties
Each party warrants it has the authority to enter these Terms. Ayona warrants Services will be performed with reasonable care and skill.

Disclaimers
Except as expressly stated, Ayona provides Services as is and disclaims all other warranties, whether express or implied, including merchantability or fitness for a particular purpose.

Limitation of liability

Cap: Ayona’s aggregate liability for all claims arising out of or in connection with these Terms is limited to the total fees paid by Client to Ayona under the relevant SOW in the 12 months preceding the claim.

Exclusions: Neither party is liable for indirect, special, consequential, or lost profit damages.

Exceptions: Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be excluded by law.

 

9. Indemnity and insurance

Client indemnity
Client indemnifies Ayona against claims, losses, or liabilities arising from Client content, audience lists, breach of Platform rules, or Client’s failure to obtain necessary rights or consents.

Ayona indemnity
Ayona indemnifies Client for claims arising from Ayona’s gross negligence or willful misconduct in performing Services.

Insurance
Ayona maintains professional indemnity and cyber liability insurance in amounts reasonable for its business. Evidence of insurance is available on request.

 

10. Confidentiality and publicity

Confidentiality
Each party will keep Confidential Information confidential and use it only to perform obligations under these Terms. Confidentiality obligations survive termination for 3 years.

Publicity
Ayona may list Client as a client and use non‑confidential Deliverables in its portfolio unless Client requests otherwise in writing.

 

11. Term, termination, and consequences

Term
These Terms commence on acceptance and continue until all SOWs are completed or terminated.

Termination for convenience
Either party may terminate a SOW for convenience with 30 days’ written notice, subject to payment for Services performed and non‑refundable costs incurred.

Termination for cause
Either party may terminate immediately for material breach if the breach is not remedied within 14 days of notice.

Consequences
On termination Client pays outstanding fees and Ayona will return or securely delete Client data as agreed in the DPA. Termination does not affect accrued rights or obligations.

 

12. Dispute resolution and governing law

Dispute resolution
Parties will attempt to resolve disputes in good faith. If unresolved within 30 days, either party may refer the dispute to mediation before commencing court proceedings.

Governing law
These Terms are governed by the laws of New Zealand. Parties submit to the exclusive jurisdiction of New Zealand courts.

 

13. General provisions

Assignment
Client may not assign rights under these Terms without Ayona’s prior written consent. Ayona may assign to an affiliate or purchaser.

Severability
If a provision is invalid or unenforceable it will be severed and the remainder remains in force.

Entire agreement
These Terms, the SOW(s), and any executed DPA constitute the entire agreement and supersede prior agreements.

Notices
Notices must be in writing and sent to the addresses in the SOW or to privacy@ayona.co.nz for privacy matters.

 

14. Special clauses for influencer and creator work

Influencer obligations
Where Ayona engages influencers, Ayona will use reasonable efforts to obtain written agreements covering deliverables, disclosure obligations, and rights. Client must approve influencer briefs and budgets.

Disclosure and compliance
Client and influencers must comply with advertising disclosure laws and Platform rules (e.g., clear sponsorship disclosure). Client indemnifies Ayona for influencer non‑compliance.

 

15. Competitions, user‑generated content, and moderation

Competitions
Client provides competition rules and is responsible for prize fulfilment, tax, and legal compliance. Ayona may assist with administration under written instruction.

User‑generated content
Client grants Ayona a licence to use user‑generated content for campaign purposes where Client has obtained necessary rights. Ayona may remove content that breaches law or Platform rules.

Moderation
Ayona’s moderation follows agreed guidelines. Ayona is not liable for content posted by third parties and may escalate legal or safety issues to Client.

 

16. Changes to these Terms

Ayona may update these Terms to reflect legal or operational changes. Material changes affecting existing SOWs will be notified and will not apply to existing SOWs without mutual agreement.

 

17. Contact

Privacy officer and notices
Emma Rangi
Email: social@ayona.co.nz
Postal: Privacy Officer, Ayona Limited, 7C Aldersgate Road, Hillsborough, Auckland 1042, New Zealand