Terms of Service

These Terms of Service (“Terms”) govern the provision of digital marketing and related

services by [Set-N-Forget] (“we”, “us”, “our”) to clients (“you”, “Client”). By engaging our

services, signing a Proposal/Order, or using our platforms, you agree to be bound by these

Terms.

1. Who We Are & Contact

[Word Lamp NZ Limited Trading As “Set-N-Forget”] provides AI-powered content

automation, digital marketing, and related services (the “Services”).

• Email: As per website

• Address: [Cosy Place Howick]

• NZBN: [9429052842672 ]

2. Scope of Services

The Services may include:

• Content creation and scheduling.

• Campaign management across third-party platforms (e.g., Meta, LinkedIn, TikTok,

Google).

• Use of AI and automation tools to support content production.

We may update, improve, or discontinue aspects of the Services at our discretion.

3. Third-Party Services & AI Use

1. Some Services rely on third-party platforms, AI providers, and software

infrastructure. We do not control these providers and cannot guarantee their

performance, accuracy, or availability.

2. You must comply with all applicable terms of such third-party platforms.

3. AI outputs are non-deterministic and may contain inaccuracies or biases. We are

not liable for any errors or failures arising from third-party tools.

4. You are solely responsible for reviewing and approving all final content before use

or publication, and you accept full responsibility for such approved content.

4. International Clients & Compliance

1. Governing Law: These Terms are governed by the laws of New Zealand.

2. GDPR (EU/UK): Where applicable, we will act as a data processor under the GDPR.

Clients remain the data controller for their own data.

3. US Clients (CCPA/CPRA): To the extent applicable, we will act as a “service

provider” under CCPA/CPRA.

4. Cross-border transfers: Client data may be transferred internationally. By using

the Services, you consent to such transfers, subject to safeguards (e.g., Standard

Contractual Clauses).

5. You are responsible for ensuring your use of the Services complies with laws in your

jurisdiction.

5. Client Responsibilities

You agree to:

• Provide accurate and complete information for use in Services.

• Review and approve content before publication.

• Provide timely feedback and instructions.

• Comply with all applicable laws, regulations, and platform rules in your jurisdiction.

6. Fees & Payment

• Services are billed per Proposal/Order or subscription plan.

• Fees are payable in advance unless otherwise agreed.

• Fees exclude GST and other taxes.

• Subscriptions renew automatically unless cancelled prior to the renewal date.

7. Intellectual Property

• You retain ownership of content and materials you provide.

• Subject to third-party rights, you own outputs generated for you.

• We grant you a limited, non-exclusive license to use the Services.

• You grant us a license to use your content solely to deliver the Services.

8. Confidentiality

Each party must keep the other’s confidential information secure and only use it as

necessary to perform under these Terms.

9. Data Protection & Privacy

• We comply with the New Zealand Privacy Act 2020 and, where applicable, the

GDPR and CCPA/CPRA.

• We act as a data processor when processing personal data on your behalf.

• You remain the data controller for all client data.

• We may use sub-processors subject to written agreements with adequate

safeguards.

10. Liability & Indemnity

1. No Liability for Third-Party Services: We are not liable for downtime, errors, or

failures of third-party platforms or AI outputs.

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

including lost profits, revenue, or data.

3. Cap on Liability: Our total liability for all claims in any 12-month period is limited to

the total fees paid by you in that period.

4. Client Indemnity: You indemnify us against claims, damages, or losses arising

from:

o Client-provided or Client-approved content.

o Your misuse of the Services.

o Your non-compliance with laws or platform rules.

11. Termination

• Either party may terminate by written notice if the other materially breaches these

Terms.

• We may suspend Services for non-payment or misuse.

• Upon termination, access will end, but you may request an export of data within a

reasonable period.

12. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control

(e.g., natural disasters, power outages, network failures, labour disputes).

13. Assignment

You may not assign these Terms without our written consent. We may assign them in

connection with a merger, acquisition, or sale.

14. Notices

Legal notices must be sent to contact email as per website

15. Dispute Resolution

The parties will first attempt to resolve disputes in good faith. If unresolved within 30 days,

disputes will be submitted to mediation in Auckland under AMINZ rules before litigation.

16. Entire Agreement

These Terms, together with any signed Proposals/Orders and Data Processing Addenda,

constitute the entire agreement between the parties.

17. Mandatory Client Terms (White-Label / Portal Access)

The following terms are incorporated into these Terms and must be accepted by Clients:

(a) Platform Use: “The Service is provided through the Penguin Pilot platform operated by

Utogi Ltd. Clients must use the Service only in accordance with these Terms, the

Acceptable Use Policy, and any other policies we publish from time to time.”

(b) Relationship Clarity: “The Agency (you) is solely responsible for the Client relationship,

including support, pricing, billing, refunds, and service delivery. Utogi Ltd is not a party to

your agreement with Clients and disclaims all responsibility for commitments or

representations made by you.”

(c) Payment Processing: “Payments for Credits made through the client portal are

processed by Utogi Ltd (or its third-party processors) on your behalf. Clients acknowledge

that you receive the profit margin from such purchases and that Utogi Ltd may deduct

applicable processing fees before remitting funds.”

(d) Refunds and Chargebacks: “If a Client requests a refund, initiates a chargeback, or

otherwise reverses a payment, Utogi Ltd may deduct the corresponding amounts

(including related processor fees) from your balance or future payouts.”

(e) Data Processing: “Client data will be processed by Utogi Ltd on your behalf to deliver

the Service. You remain the data controller for all Client data. Clients consent to this

processing in accordance with the Penguin Pilot Privacy Policy.”

(f) No Exclusivity: “Nothing prevents Clients from signing up for and using the Service

directly with Utogi Ltd.”

(g) Limitations of Liability: “Utogi Ltd will not be liable to Clients for any claims, damages,

losses, or disputes arising from or relating to your services, your pricing, or your

relationship with Clients. Clients' sole remedies in relation to the platform itself are limited

to those available under the Penguin Pilot Terms of Service.”

Last Updated: 4/9/2025