Terms & Conditions

Effective August 2026

1. About Southcore Holdings Limited

Southcore Holdings Limited is a digital advertising and performance marketing company that provides marketing solutions to businesses across a range of industries.

Our Services may include, but are not limited to:

• Search Advertising
• Display Advertising
• Lead Generation
• Google Shopping Ads
• Google Ads Campaign Management
• Paid Search Marketing (PPC)
• Conversion Rate Optimisation (CRO)
• Landing Page Strategy
• Performance Marketing
• Audience Targeting
• Advertising Consultation
• Campaign Reporting
• Analytics and Tracking
• Marketing Strategy
• Other digital advertising and related marketing services

The exact scope of Services, deliverables, timelines, fees, responsibilities, and project requirements will be set out in a Proposal, Quotation, Statement of Work, or other written agreement.

2. Acceptance of These Terms

You accept these Terms when you:

• access or browse our website;
• contact us through our website;
• submit an enquiry;
• request a quotation;
• accept a proposal;
• pay an invoice;
• instruct us to commence work; or
• otherwise use our Services.

If you are acting on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

3. Eligibility

By using our website or Services, you confirm that:

• you are at least 18 years of age or have the legal authority to enter into a binding agreement;
• the information you provide is accurate and complete;
• you will keep your information up to date;
• you will use our Services only for lawful business purposes.

4. Use of Our Website

You agree to use our website responsibly and only for lawful purposes.

You must not:

• attempt to gain unauthorised access to our website, servers, or systems;
• interfere with the operation, security, or functionality of the website;
• upload or transmit viruses, malware, ransomware, spyware, or other malicious code;
• attempt to disrupt website performance;
• scrape, harvest, or automatically extract website content without permission;
• reproduce, copy, republish, distribute, or commercially exploit our website content without prior written consent;
• use our website to engage in fraudulent, misleading, defamatory, or unlawful activities.

We reserve the right to suspend, restrict, or permanently terminate access to our website where we reasonably believe these Terms have been breached.

5. Website Content

The information provided on this website is intended for general informational and business purposes only.

Although we make reasonable efforts to keep website content accurate and current, we do not guarantee that the information is:

• complete;
• accurate;
• current;
• error-free; or
• suitable for every individual circumstance.

Nothing on this website constitutes legal, financial, taxation, accounting, or professional advice.

You should obtain independent professional advice before making business decisions based on information available on this website.

We reserve the right to modify, update, or remove website content at any time without prior notice.

6. Our Services

Southcore Holdings Limited provides advertising and digital marketing services tailored to each Client.

Depending on the agreed engagement, Services may include:

• campaign strategy;
• keyword research;
• Google Ads management;
• Google Shopping campaign management;
• display advertising;
• lead generation campaigns;
• landing page recommendations;
• conversion optimisation;
• audience targeting;
• reporting and analytics;
• performance monitoring;
• campaign optimisation;
• ongoing consulting.

Not all Services are included in every engagement.

Specific deliverables will be detailed in your Proposal, Quotation, Statement of Work, or Service Agreement.

7. Quotations and Proposals

Any quotation, estimate, or proposal issued by Southcore Holdings Limited:

• is based on the information available at the time it is prepared;
• remains valid only for the period stated in the proposal, or, if no period is specified, for a reasonable time determined by us;
• may be withdrawn or revised before acceptance.

Work will generally commence only after:

• written acceptance of the proposal;
• receipt of any required deposit or upfront payment; and
• receipt of all required project information.

Additional work requested outside the agreed scope may require a revised quotation and may incur additional fees.

8. Client Responsibilities

To enable us to deliver our Services effectively, Clients agree to:

• provide accurate, complete, and up-to-date information;
• provide access to advertising accounts where required;
• provide necessary approvals within agreed timeframes;
• supply logos, images, product information, and marketing materials when requested;
• maintain ownership of, or permission to use, all materials supplied;
• ensure all advertising claims are truthful and lawful;
• comply with applicable laws, regulations, and platform policies;
• promptly notify us of any changes affecting the project.

Delays in providing approvals, information, or access may result in revised timelines, additional costs, or reduced campaign effectiveness.

9. Client Materials

Clients retain ownership of all materials supplied to Southcore Holdings Limited, including:

• trademarks;
• logos;
• product images;
• videos;
• advertising copy;
• catalogues;
• pricing information;
• business information;
• brand assets.

By supplying these materials, the Client confirms that it has all necessary rights, licences, and permissions to use them.

The Client accepts responsibility for any claims arising from materials supplied by or on behalf of the Client, including claims relating to copyright, trademarks, misleading advertising, or other intellectual property rights.

10. Campaign Approvals

Where applicable, Clients are responsible for reviewing and approving:

• advertising copy;
• creatives;
• graphics;
• videos;
• landing pages;
• product feeds;
• keywords;
• targeting settings;
• campaign structures.

Unless otherwise agreed, work may not proceed until required approvals have been received.

Southcore Holdings Limited is not responsible for delays resulting from late approvals or changes requested after approval has been provided.

11. Advertising Platforms

Our Services may involve the use of third-party platforms, software, and technologies, including but not limited to:

• Google Ads
• Google Merchant Center
• Google Analytics
• Google Tag Manager
• Microsoft Advertising
• Meta Ads
• LinkedIn Ads
• YouTube Ads
• CRM platforms
• Landing page software
• Call tracking software
• Marketing automation platforms
• Analytics tools
• Other third-party advertising or marketing technologies

These platforms operate independently and are governed by their own terms, policies, pricing, and privacy practices.

Southcore Holdings Limited has no control over and accepts no responsibility for:

• platform outages;
• algorithm updates;
• policy changes;
• advertising disapprovals;
• account suspensions;
• changes to advertising costs;
• changes to reporting methods;
• platform feature removals;
• software bugs;
• technical failures; or
• any actions taken by third-party providers.

Clients remain responsible for complying with the terms and policies of any third-party platform used in connection with our Services.

12. Campaign Performance

Digital advertising involves numerous variables that cannot be controlled by Southcore Holdings Limited.

Campaign performance may be affected by factors including:

• market competition;
• customer demand;
• seasonality;
• economic conditions;
• advertising budgets;
• competitor activity;
• website quality;
• product pricing;
• landing page performance;
• platform algorithms;
• audience behaviour;
• industry trends.

While we apply commercially reasonable skill, experience, and recognised industry practices, we do not guarantee:

• first-page rankings;
• advertising position;
• impressions;
• clicks;
• click-through rate (CTR);
• leads;
• enquiries;
• sales;
• revenue;
• conversion rates;
• return on advertising spend (ROAS);
• return on investment (ROI);
• cost per click (CPC);
• cost per acquisition (CPA); or
• any particular business outcome.

Past campaign performance is not a guarantee of future results.

Any forecasts, estimates, projections, or recommendations provided by Southcore Holdings Limited are opinions based on available information and should not be interpreted as guarantees.

13. Advertising Budgets

Unless expressly stated otherwise in writing:

• advertising spend is separate from our professional service fees;
• advertising budgets are paid directly to the relevant advertising platform;
• platform charges are the Client’s responsibility;
• taxes imposed by advertising platforms remain the Client’s responsibility.

Southcore Holdings Limited may recommend advertising budgets based on campaign objectives, historical performance, and available data.

These recommendations are provided for guidance only and do not guarantee campaign performance or commercial success.

The Client remains responsible for approving all advertising budgets.

14. Payments

Payment terms will be specified in the applicable Proposal, Quotation, Statement of Work, or Service Agreement.

Unless otherwise agreed:

• invoices must be paid by the stated due date;
• recurring services may be billed monthly or at other agreed intervals;
• deposits are non-refundable unless otherwise stated in writing;
• work may not commence until any required upfront payment has been received.

Failure to make payment when due may result in:

• suspension of campaign management;
• suspension of advertising activities;
• delayed project delivery;
• withholding of completed work;
• suspension of access to deliverables until outstanding amounts are paid.

The Client remains liable for all fees incurred before any suspension or termination of Services.

15. Refunds

Unless otherwise stated in a written agreement or required by applicable law:

• professional service fees are non-refundable once work has commenced;
• advertising spend paid to third-party platforms is generally non-refundable;
• completed consulting, strategy, research, reporting, and campaign management services are non-refundable.

Nothing in these Terms limits any rights that cannot lawfully be excluded under applicable consumer protection legislation.

16. Changes to Campaigns

Digital advertising requires ongoing optimisation.

Southcore Holdings Limited may recommend adjustments to:

• keywords;
• bidding strategies;
• campaign structure;
• audience targeting;
• advertising creatives;
• product feeds;
• landing pages;
• budgets;
• conversion tracking;
• campaign objectives.

Recommendations are intended to improve campaign performance based on available data and industry best practices.

Implementation of recommended changes requiring Client approval will not occur until such approval has been received.

17. Intellectual Property

Unless otherwise agreed in writing:

The Client retains ownership of:

• trademarks;
• logos;
• branding;
• product information;
• business materials;
• other intellectual property supplied by the Client.

Southcore Holdings Limited retains ownership of its:

• methodologies;
• templates;
• campaign frameworks;
• reporting formats;
• documentation;
• internal systems;
• software;
• automation tools;
• proprietary processes;
• know-how.

Upon full payment of all applicable fees, ownership of client-specific deliverables created specifically for the Client will transfer to the Client unless otherwise agreed in writing.

Nothing in these Terms transfers ownership of Southcore Holdings Limited’s proprietary intellectual property.

18. Confidentiality

Both parties agree to treat confidential information with reasonable care.

Confidential information may include:

• business strategies;
• pricing;
• financial information;
• customer information;
• advertising accounts;
• campaign performance data;
• commercial information;
• proprietary processes;
• technical information.

Confidential information will not be disclosed except:

• with the other party’s consent;
• where required by law;
• where reasonably necessary to provide the agreed Services;
• to trusted professional advisers or service providers who are subject to appropriate confidentiality obligations.

These confidentiality obligations continue after termination of the Services.

19. Warranties Disclaimer

To the fullest extent permitted by law, our website and Services are provided on an “as is” and “as available” basis.

Except as expressly stated in a written agreement, Southcore Holdings Limited makes no representation or warranty that:

• the website will always be available;
• the website will be uninterrupted;
• the website will be error-free;
• the Services will achieve any specific commercial outcome;
• the Services will meet every Client expectation;
• third-party platforms will remain available or unchanged.

Nothing in these Terms excludes any guarantees or rights that cannot lawfully be excluded under applicable law.

20. Limitation of Liability

To the fullest extent permitted by law, Southcore Holdings Limited shall not be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of or relating to:

• use of our website;
• use of our Services;
• campaign performance;
• business interruption;
• loss of profits;
• loss of revenue;
• loss of anticipated savings;
• loss of goodwill;
• loss of business opportunities;
• loss of data;
• platform outages;
• advertising account suspensions;
• algorithm changes;
• actions or omissions of third-party service providers.

Where liability cannot be excluded by law, our total aggregate liability shall not exceed the total amount paid by the Client to Southcore Holdings Limited for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim, unless a different limitation is required by applicable law.

21. Indemnification

The Client agrees to indemnify and hold harmless Southcore Holdings Limited, its directors, employees, contractors, and agents from any claims, losses, liabilities, damages, costs, or expenses arising from:

• the Client’s breach of these Terms;
• unlawful or misleading advertising claims provided by the Client;
• infringement of third-party intellectual property rights;
• materials supplied by the Client;
• misuse of our Services;
• violations of applicable laws or advertising platform policies by the Client.

22. Website Availability

Southcore Holdings Limited aims to keep its website available, secure, and functioning efficiently.

However, we do not guarantee that our website or online services will always be:

• available;
• uninterrupted;
• error-free;
• secure;
• free from viruses or malicious software; or
• compatible with every browser, operating system, or device.

Temporary interruptions may occur due to:

• scheduled maintenance;
• software updates;
• server maintenance;
• internet outages;
• cyber security incidents;
• third-party hosting failures; or
• circumstances beyond our reasonable control.

We reserve the right to suspend, modify, or discontinue any part of our website or Services at any time without prior notice.

23. Electronic Communications

By contacting Southcore Holdings Limited or using our Services, you agree to receive communications electronically.

These communications may include:

• quotations;
• proposals;
• invoices;
• project updates;
• campaign reports;
• service notifications;
• legal notices;
• policy updates; and
• other communications relating to our Services.

Electronic communications, including emails and electronically accepted proposals, satisfy any legal requirement that communications be in writing, to the extent permitted by applicable law.

24. Suspension of Services

Southcore Holdings Limited reserves the right to suspend or pause Services where reasonably necessary, including where:

• invoices remain unpaid after the due date;
• required approvals are not provided;
• required information or access has not been supplied;
• the Client breaches these Terms or any Service Agreement;
• continuing the Services may breach applicable laws or advertising platform policies;
• we reasonably believe fraudulent, unlawful, abusive, or misleading activity has occurred.

Where practical, we will provide reasonable notice before suspending Services.

Suspension does not relieve the Client of any obligation to pay outstanding fees for work already performed or expenses already incurred.

25. Termination

Either party may terminate the Services in accordance with the applicable Service Agreement, Proposal, or Statement of Work.

Unless otherwise agreed in writing, termination does not affect:

• payment obligations that have already arisen;
• fees for work completed before termination;
• reimbursement of approved third-party costs;
• obligations relating to confidentiality, intellectual property, indemnity, or liability.

Upon termination:

• ongoing campaign management may cease;
• access to project systems may be removed where appropriate;
• final invoices become payable in accordance with the agreed payment terms;
• deliverables completed and paid for will be provided to the Client, unless otherwise agreed.

26. Force Majeure

Southcore Holdings Limited shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond our reasonable control.

These events may include:

• natural disasters;
• fire;
• flood;
• earthquake;
• pandemic or epidemic;
• war;
• terrorism;
• civil unrest;
• industrial disputes;
• power failures;
• internet outages;
• cyber attacks;
• government actions;
• changes in law or regulation;
• failures of telecommunications providers;
• failures of advertising platforms or other third-party providers.

Where a Force Majeure event continues for an extended period, either party may discuss appropriate adjustments to the Services or terminate the affected agreement where permitted.

27. Privacy

Your use of our website and Services is also governed by our Privacy Policy.

Our Privacy Policy explains how we collect, use, store, disclose, and protect Personal Information.

By using our website or Services, you acknowledge that you have read and understood our Privacy Policy.

28. Third-Party Links

Our website may contain links to third-party websites or services for your convenience.

These websites operate independently from Southcore Holdings Limited.

We do not:

• control their content;
• endorse their products or services;
• guarantee their availability;
• accept responsibility for their privacy practices; or
• accept responsibility for any loss arising from your use of those websites.

Access to third-party websites is entirely at your own risk.

29. Compliance with Applicable Laws

Each party agrees to comply with all applicable laws, regulations, industry standards, and advertising platform requirements relevant to its responsibilities under these Terms.

The Client is solely responsible for ensuring that:

• its products and services comply with applicable laws;
• advertising claims are accurate, lawful, and substantiated;
• website content complies with consumer protection, intellectual property, privacy, and competition laws; and
• required licences, permits, and approvals have been obtained.

Southcore Holdings Limited does not provide legal advice and is not responsible for verifying the legality of the Client’s business, products, services, or advertising claims.

30. Governing Law

These Terms and Conditions are governed by and interpreted in accordance with the laws of New Zealand, without regard to conflict of law principles.

The parties agree that any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of New Zealand, unless otherwise required by applicable law.

31. Dispute Resolution

If a dispute arises, both parties agree to first attempt to resolve the matter through good-faith discussions.

If the dispute cannot be resolved through negotiation within a reasonable time, either party may pursue any remedies available under applicable law.

Nothing in this clause prevents either party from seeking urgent legal or equitable relief where necessary to protect its rights or property.

32. Severability

If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision shall be severed only to the extent necessary.

The remaining provisions shall continue in full force and effect.

33. Entire Agreement

These Terms, together with any applicable Proposal, Quotation, Statement of Work, Service Agreement, Privacy Policy, and any other written agreement between the parties, constitute the entire agreement relating to the Services.

They supersede all previous discussions, negotiations, representations, and understandings concerning the same subject matter.

34. Amendments

Southcore Holdings Limited may update these Terms from time to time to reflect:

• changes in applicable laws;
• improvements to our Services;
• operational changes;
• technological developments; or
• business requirements.

Updated Terms become effective once published on our website unless a later effective date is specified.

Continued use of our website or Services after publication constitutes acceptance of the revised Terms.

35. Waiver

A failure or delay by Southcore Holdings Limited to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.

Any waiver must be made in writing and signed by an authorised representative of Southcore Holdings Limited.

36. Survival

The following provisions survive termination of these Terms to the extent necessary to give them effect:

• Payment Obligations
• Intellectual Property
• Confidentiality
• Indemnification
• Limitation of Liability
• Privacy Obligations
• Dispute Resolution
• Governing Law
• Any provision intended by its nature to survive termination.

37. Contact Information

If you have any questions regarding these Terms and Conditions or our Services, please contact us:

38. Acceptance of These Terms

By accessing our website, requesting information, accepting a proposal, paying an invoice, or using any Services provided by Southcore Holdings Limited, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions.

If you are accepting these Terms on behalf of a company, partnership, trust, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.