Terms of Service

1.1 Pilots.social provides digital marketing, advertising, branding, consulting, content creation, campaign management, analytics, automation, reporting, and associated services, together with any related software, portals, dashboards, workflows, integrations, or supporting functionality we make available from time to time (together, the "Services").

1.2 These Terms apply to all Services provided by Pilots.social unless we expressly agree otherwise in writing.

1.3 The specific features, inclusions, limits, pricing, billing model, subscription level, service duration, usage allowances, or other commercial details applicable to your Services are as described on our website, pricing page, checkout flow, sign-up page, onboarding flow, client portal, invoice, proposal, order form, or other written commercial terms notified by us from time to time.

1.4 If we issue a proposal, order form, custom scope, or other written service-specific terms for your account, that document will apply in addition to these Terms and will prevail only to the extent of any inconsistency for the specific Services covered by that document.

1.5 Any timeframe, delivery estimate, campaign timing, implementation timing, or expected outcome is an estimate only unless we expressly guarantee it in writing.

1.6 We may amend, update, expand, reduce, substitute, suspend, or discontinue aspects of the Services from time to time where reasonably necessary for legal, regulatory, technical, operational, security, commercial, quality, staffing, platform, or service improvement reasons.

1.7 The provision of any tools, templates, automations, campaign structures, or platform functionality (including any affiliate or referral functionality) does not constitute legal, regulatory, tax, or compliance advice or approval of your activities, and you remain responsible for ensuring compliance with applicable law.

2.1 You may access or purchase Services through self-sign-up, online checkout, onboarding flow, account creation, invoice payment, subscription activation, or other acceptance method made available by us.

2.2 These Terms become binding on you when you first do any of the following:

• create an account with us
• click to accept these Terms
• purchase or subscribe to any Service
• pay an invoice or charge of ours
• access or use any of the Services

2.2A You acknowledge that you acquire the Services in trade and for the purposes of a business, and not as a consumer.

2.3 You must provide accurate, complete, and current information when signing up for or using the Services, and you must keep that information up to date.

2.4 If you create an account or use the Services on behalf of a company, business, or other entity, you represent that you have authority to bind that entity to these Terms.

2.5 You are responsible for maintaining the confidentiality and security of your login credentials and for all activity carried out through your account, including any access to or use of the Services through your account by your personnel, employees, contractors, agents, service providers, or any other person, whether authorised by you or not.

2.6 You must promptly notify us if you become aware of any suspected unauthorised access, misuse, fraud, or security breach affecting your account or the Services.

3.1 Unless otherwise stated on our website, pricing page, checkout flow, signup page, invoice, or other written commercial terms, your engagement with us is subject to a minimum initial term of twelve (12) months commencing on the earlier of the date you create an account with us, the date you first subscribe to or purchase a Service, the date you first pay an invoice or charge of ours, or the date you first access or use the Services (the "Initial Term").

3.2 If you terminate your engagement before the expiry of the Initial Term, the Services may cease immediately or on such date as we determine, but you remain liable for all fees, charges, committed spend, third-party costs, and other amounts that would have been payable through the remainder of the Initial Term, unless we expressly agree otherwise in writing.

3.3 After the Initial Term, the engagement continues on a month-to-month basis unless otherwise stated in the applicable commercial terms.

3.4 After the Initial Term, either party may terminate the engagement on not less than thirty (30) days' written notice, unless a longer notice period is stated in the applicable commercial terms.

3.5 No refund is payable for any partial month, prepaid period, setup fee, onboarding fee, committed spend, third-party cost, or unused portion of Services except to the extent required by applicable law or expressly agreed by us in writing.

3.6 We may suspend, limit, or continue performing the Services during any notice period at our discretion where reasonably necessary for operational, legal, payment, compliance, reputational, or platform reasons.

4.1 Fees are as set out on our website, pricing page, checkout flow, invoice, proposal, order form, client portal, or other written commercial terms issued or made available by us.

4.2 Unless expressly stated otherwise:

• all fees are payable in advance
• all fees are non-cancellable and non-refundable, subject to applicable law
• all fees are exclusive of GST, VAT, sales tax, withholding tax, duties, levies, exchange costs, bank charges, processor fees, and similar charges

4.3 You are responsible for all taxes, bank fees, exchange fees, payment processing charges, international payment charges, and similar costs associated with your purchase or use of the Services, excluding taxes imposed on our net income.

4.4 We may issue invoices, recurring charges, top-up requests, debit requests, payment links, subscription renewals, portal charges, or other charges for any fees, committed spend, pass-through costs, media spend, setup charges, usage charges, or other amounts payable by you.

4.5 If any invoice or charge is not paid when due, we may, without limiting any other right or remedy:

• charge default interest at 2% per month, calculated daily and compounding monthly, or the maximum rate permitted by law, whichever is lower
• charge reasonable recovery, administration, legal, or collection costs
• suspend, restrict, or delay the Services
• suspend campaigns, ad spend, portal access, reporting, automations, integrations, or deliverables
• revoke access to software, dashboards, portals, or white-label systems
• require prepayment or additional payment security
• offset any amount owed to us against any credit, rebate, refund, or other amount otherwise payable by us to you

4.6 If you dispute an invoice, you must notify us promptly and in any event before the due date. You must still pay any undisputed portion on time.

4.7 Unless expressly stated otherwise, any third-party media spend, platform spend, software spend, contractor spend, processing fee, or pass-through cost incurred for your account is payable by you in addition to our service fees.

5.1 You agree to:

• provide accurate, complete, and up-to-date information, materials, access credentials, and instructions
• provide timely approvals, feedback, and decisions
• ensure that all information, materials, claims, offers, and instructions you provide are lawful, accurate, and not misleading
• ensure that all content, campaigns, customer journeys, promotions, funnels, data practices, and marketing activity used by you comply with applicable laws in the jurisdictions in which you operate, market or target, including (where applicable) relevant consumer protection, advertising, disclosure, marketing and electronic messaging laws
• ensure that you have lawful rights to all content, materials, intellectual property, and personal information you provide to us or ask us to use
• review and approve deliverables, content, campaigns, assets, copy, configurations, automations, and outputs before publication or deployment where approval is requested or reasonably required
• maintain appropriate internal records, disclosures, notices, consents, permissions, and legal documentation
• cooperate reasonably with our requests relating to support, security, payment, compliance, legal, privacy, operational, or technical matters

5.2 You are responsible for the consequences of your instructions, your approvals, your delays, your content or materials, your customer or lead data, your legal compliance, and any use of the Services by your personnel, contractors, agents, or authorised users, including any activity carried out through your account or systems.

5.3 If you fail to provide information, feedback, approvals, assets, access, or cooperation when reasonably required, we may pause work, extend timeframes, reprioritise deliverables, charge additional fees for additional work, rework, or delay-related inefficiency, and deem milestones, drafts, or deliverables approved after a reasonable review period.

5.4 While we take reasonable steps to comply with applicable laws that apply to us, we do not assess or determine whether your activities are lawful in every jurisdiction in which you use or engage the Services. You are responsible for ensuring that your use of the Services complies with applicable laws in each relevant jurisdiction.

5.5 You are responsible for the design, configuration, operation, and outcomes of any campaigns, funnels, automations, or programs implemented using the Services, including any conduct by third parties (such as Affiliates) to the extent that conduct is enabled, facilitated, or incentivised by your instructions, settings, or program structure.

6.1 Many Services depend on timely client input, third-party platform access, ad account health, website functionality, hosting performance, integrations, approvals, external supplier cooperation, or other dependencies outside our direct control.

6.2 We are not responsible for delay, underperformance, or failure caused by your delay or non-response, inaccurate or incomplete information supplied by you, ad account restrictions, suspensions, or policy issues, website, hosting, domain, email, payment gateway, or integration issues, third-party platform outages, API failures, policy changes, or algorithm changes, changes made by you or third parties without our knowledge, force majeure events, or any other matter outside our reasonable control.

6.3 Where deliverables are submitted to you for review, approval, sign-off, or testing, you are responsible for reviewing them promptly and thoroughly.

6.4 Unless otherwise agreed in writing, we may treat a deliverable, draft, campaign, or configuration as approved if you expressly approve it or you do not raise substantive objections within a reasonable time after we provide it for review.

7.1 We may use third-party tools, platforms, software, AI models, APIs, white-label systems, hosting providers, communications tools, analytics platforms, content tools, automations, payment providers, subcontractors, contractors, or service providers to deliver the Services (together, "Third-Party Services").

7.2 You acknowledge and agree that Third-Party Services operate independently of us, we do not control their availability, performance, outputs, reliability, compliance, security, pricing, or policies, Third-Party Services may change, fail, suspend, restrict, remove features, or alter functionality without notice, your use of Third-Party Services may be subject to their own terms, policies, and privacy notices, and although we may use reasonable efforts and human review to sense-check outputs, we are not liable for errors, omissions, downtime, policy decisions, removals, inaccurate outputs, or consequences caused by Third-Party Services.

7.3 We may use AI-assisted systems to help generate ideas, drafts, reports, recommendations, summaries, content suggestions, campaign improvements, automations, or operational efficiencies.

7.4 You acknowledge and agree that AI-generated or AI-assisted outputs may contain inaccuracies, omissions, bias, hallucinations, outdated information, or unsuitable recommendations; AI-assisted outputs may require human review, editing, or validation before use; you remain responsible for final review and approval of materials and outputs used in your business; and, to the extent permitted by law, we do not warrant or guarantee that AI-assisted outputs will be error-free, legally compliant, unique, or fit for your intended purpose.

7.5 We may engage subcontractors, contractors, specialists, agencies, or white-label providers to perform some or all of the Services.

8.1 Some Services may be provided through a third-party white-label platform, portal, software environment, or service layer, including Penguin Pilot operated by Utogi Ltd or any successor platform.

8.2 Where applicable, you acknowledge and agree that the Services may be delivered through that platform, platform functionality may be subject to third-party availability, limitations, and changes, we remain responsible for our direct client relationship with you, except where these Terms expressly state otherwise, and third-party platform providers are not parties to your service contract with us unless expressly stated.

8.3 You agree that you will use any client portal, software environment, credits system, dashboard, or platform access only in accordance with these Terms and any applicable acceptable use requirements; platform providers may process client data on our behalf or your behalf to enable service delivery; and separate platform terms, privacy disclosures, or operational rules may apply where relevant.

8.4 To the extent a white-label provider processes your data to deliver the Services, that provider may do so under its own technical and legal framework, subject to any applicable laws and rights, limitations, or disclaimers notified to you.

8.5 We may suspend or remove access to any such platform or feature if the platform is unavailable, the provider suspends or restricts access, your account is overdue, there is a security, compliance, or misuse issue, or we cease offering the relevant service.

9.1 Each party retains ownership of its pre-existing intellectual property, materials, systems, templates, know-how, methodologies, trade marks, confidential information, software, data, documentation, and other proprietary materials.

9.2 We retain all rights, title, and interest in and to our methodologies, systems, know-how, templates, frameworks, prompts, workflows, automations, reporting structures, dashboards, scripts, internal tools, software environments, and service delivery methods; any general improvements, learnings, techniques, or non-client-specific developments created in connection with the Services; and any pre-existing or independently developed material used in providing the Services.

9.3 Subject to full payment of all amounts owing, we grant you a non-exclusive, non-transferable licence to use final deliverables specifically created for you for your internal business purposes, unless otherwise stated in writing.

9.4 Unless expressly agreed otherwise, you do not acquire ownership of our underlying methods, frameworks, prompts, templates, automations, systems, or platform structures; you may not resell, sublicense, white-label, reverse engineer, extract, copy, or commercially exploit our underlying service delivery systems; and any access we provide to software, dashboards, portals, or automations is licensed, not sold.

9.5 You grant us a non-exclusive, worldwide, royalty-free right to host, reproduce, adapt, modify, store, process, transmit, and otherwise use any materials, data, instructions, content, or intellectual property you provide to us as reasonably necessary to provide the Services.

9.6 Unless you expressly request otherwise in writing, we may refer to you as a client and may use anonymised results, non-confidential work examples, or high-level case study information for marketing, portfolio, benchmarking, training, or business development purposes, provided that we do not disclose your confidential information unlawfully.

10.1 You warrant that all content, claims, offers, promotions, customer journeys, lead magnets, campaigns, and materials you provide, approve, or ask us to publish are lawful, are not misleading or deceptive, comply with applicable laws (including with respect to advertising, privacy, anti-spam, consumers and IP) and platform rules, do not constitute, facilitate, or promote any pyramid selling scheme, unlawful trading scheme, or other non-compliant incentive structure, and do not infringe third-party rights.

10.2 You remain solely responsible for legal compliance of your business, campaigns, offers, and customer communications; the lawfulness of your data collection and use; the legality of your disclosures, privacy notices, consent flows, and marketing practices; and final review and approval of all public-facing claims and content.

10.3 We may refuse to publish, send, implement, or continue any content, campaign, automation, or instruction that we reasonably believe may be unlawful, misleading, high-risk, or harmful.

10.4 Where the Services involve affiliate, referral, or similar programs (including through The Network platform):

• Affiliates are independent participants and are not employees, agents, or representatives of Pilots.Social;
• Pilots.Social does not control Affiliate conduct and does not supervise or direct Affiliate marketing activity;
• you remain solely responsible for the design, operation, and legal compliance of any program you operate, including any incentives, commissions, or promotional structures; and
• any separate arrangement between you and an Affiliate does not bind Pilots.Social or any platform provider unless expressly agreed in writing.

11.1 We collect, use, store and disclose personal information in accordance with applicable law and our privacy policy (as updated from time to time).

11.2 Where you provide personal information to us or instruct us to handle personal information in connection with the Services, you must ensure that you have lawful authority to do so and that such disclosure is permitted under applicable law.

11.3 You acknowledge that we may use third-party service providers (including hosting, analytics, communications, AI, payment, and platform providers) to support the Services, and that those providers may process personal information as part of delivering the Services.

11.4 You acknowledge that personal information may be stored, hosted, or processed in New Zealand or other jurisdictions where our service providers operate.

11.5 Where required by applicable law, the parties may agree to enter into additional data protection or data processing terms.

12.1 Each party must keep confidential all confidential information disclosed by the other party and must not use or disclose it except as necessary to perform or receive the Services, with the other party's consent, where disclosure is required by law, court order, or regulatory requirement, or to that party's professional advisers, contractors, or service providers on a need-to-know basis and subject to appropriate confidentiality obligations.

12.2 "Confidential information" means any information (in any form) disclosed by or on behalf of a party to the other party that is confidential in nature or that a reasonable person would understand to be confidential, including information relating to business operations, customers, pricing, strategies, systems, technology, processes, and intellectual property, but does not include confidential information that is or becomes public other than through breach, was already lawfully known to the receiving party, is lawfully received from a third party without breach, or is independently developed without use of the disclosing party's confidential information.

12.3 You acknowledge that platform configurations, pricing structures, workflows, internal templates, service methods, and technical or operational know-how used by us may constitute our confidential information.

13.1 We will provide the Services with reasonable care and skill.

13.2 Except to the extent required by applicable law, the Services are provided "as is" and "as available".

13.3 We do not warrant that the Services will be uninterrupted, error-free, or available at all times; any campaign will achieve a particular result; any lead volume, conversion rate, revenue level, ranking outcome, or marketing performance will be achieved; any platform, automation, integration, website, dashboard, ad account, AI system, or third-party service will function without issue; or any deliverable or recommendation will be suitable for your legal, commercial, or technical requirements without your own review.

13.4 You acknowledge that marketing and advertising outcomes depend on many factors outside our control, including your offer quality, pricing, competition, customer demand, market conditions, ad spend levels, brand reputation, platform policies, website performance, follow-up processes, and sales execution.

13.5 To the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply because the Services are acquired in trade and you agree that this is fair and reasonable that you are bound by this provision. If and to the extent that Act applies and cannot be excluded, nothing in these Terms limits your rights under that Act.

14.1 To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, or for any loss of profits, revenue, business, goodwill, opportunity, anticipated savings, customers, or data.

14.2 To the maximum extent permitted by law, we are not liable for any cost, loss, damage, claim, delay, or failure arising from or relating to Third-Party Services, AI-assisted outputs, advertising platform suspensions, rejections, or policy changes, your content, instructions, approvals, data, campaigns, offers, or customer practices, delays or failures caused by you or your suppliers, force majeure events, or matters outside our reasonable control.

14.3 Our total aggregate liability arising out of or in connection with the Services or these Terms is limited to the total fees actually paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

14.4 Nothing in these Terms limits or excludes liability to the extent such liability cannot be limited or excluded by applicable law.

15.1 You indemnify and hold harmless us, our directors, officers, employees, contractors, subcontractors, and affiliates from and against any claims, liabilities, losses, damages, costs, expenses, penalties, interest, or legal fees arising out of or in connection with content, claims, materials, campaigns, offers, or instructions you provide, approve, or authorise; your breach of these Terms; your misuse of the Services; your breach of confidentiality, privacy, advertising, consumer, intellectual property, anti-spam, or other laws (to the extent permitted by law); and third-party claims relating to your advertising, branding, campaigns, data practices, customer communications, or offers.

15.2 We are not required to accept any settlement that imposes liability or obligations on us without our consent.

16.1 We may suspend or terminate the Services immediately if you fail to pay fees when due, breach these Terms, engage in unlawful, unethical, misleading, abusive, or high-risk activity, misuse the Services or any Third-Party Services, or create legal, security, payment, reputational, or operational risk for us or our providers, including where your activities expose us or any platform (including The Network) to regulatory or compliance risk.

16.2 We may also suspend the Services where reasonably necessary for maintenance, security, fraud prevention, compliance, provider outages, technical issues, or investigation of suspected misuse.

16.3 If we terminate for your breach or during the Initial Term, your payment obligations continue for the full Initial Term unless we expressly agree otherwise in writing.

17.1 On termination or expiry, your right to use the Services, portals, software environments, and licensed materials may cease immediately; you must pay all outstanding amounts; we may disable logins, automations, dashboards, integrations, campaigns, and related service access; and we may retain records, logs, communications, billing records, support records, and legal/compliance records as reasonably necessary.

17.2 We may, but are not obliged to, provide transition assistance, exports, handover support, or migration support. If we do so, additional fees may apply.

17.3 Termination does not affect any accrued rights, liabilities, fees, payment obligations, indemnities, confidentiality obligations, IP protections, or any provision that by its nature is intended to survive.

18.1 We are not liable for delay or failure to perform caused by events outside our reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, governmental action, internet outages, power failures, cyber incidents, major supplier failures, third-party platform failures, labour disruptions, or global service interruptions.

19.1 You may not assign, transfer, novate, subcontract, or otherwise deal with your rights or obligations under these Terms without our prior written consent.

19.2 We may assign, transfer, novate, subcontract, or otherwise deal with our rights or obligations to an affiliate, successor, purchaser, or service delivery partner.

20.1 Notices must be in writing and may be sent by email, client portal notification, or other reasonable written method.

20.2 Our notices may be sent to the email address or other contact details you have provided to us.

20.3 Your notices to us must be sent to: Pilots.social Limited, Email: hello@pilots.social.

21.1 Nothing in these Terms creates a partnership, joint venture, agency, employment relationship, fiduciary relationship, or exclusive relationship between the parties.

21.2 We act as an independent service provider. You remain responsible for your own business decisions, legal compliance, customer relationships, and commercial outcomes.

22.1 A failure or delay by either party to enforce any right does not waive that right.

23.1 If any provision of these Terms is found invalid, illegal, or unenforceable, that provision will be read down or severed to the minimum extent necessary and the remainder will continue in full force.

24.1 These Terms, together with any applicable written commercial terms expressly incorporated by reference, form the entire agreement between the parties in relation to the Services and supersede all prior discussions, communications, understandings, and representations relating to the Services.

24.2 You acknowledge that you have not relied on any representation, forecast, estimate, or statement not expressly set out in these Terms or in any applicable written commercial terms expressly incorporated by reference.

24.3 Nothing in this clause limits liability for fraud or fraudulent misrepresentation to the extent such liability cannot lawfully be excluded.

25.1 These Terms are governed by the laws of New Zealand.

25.2 The parties will first attempt to resolve any dispute by good-faith negotiation.

25.3 If a dispute is not resolved through negotiation, the parties will attempt to resolve it by mediation in New Zealand before commencing court proceedings, unless urgent interlocutory or injunctive relief is required.

25.4 Subject to clause 25.3, the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

25.5 Nothing in these Terms prevents us from taking action in any jurisdiction where reasonably necessary to recover amounts owed, protect our rights, protect our platforms or providers, or obtain urgent relief.