Trading Terms

These Trading Terms ("Terms") govern the services provided by Leadica Limited ("Leadica", "we", "our", or "us") to its clients ("Client", "you"). By engaging our services or using our platform, you agree to comply with and be bound by the following terms.

1. Acceptance of Terms

These Terms apply to all Services Leadica provides. The Client accepts them by signing or accepting a proposal, SOW or quote, paying a Leadica invoice, or using the Services. Use of our website is also subject to these Terms and our Privacy Policy. We may update these Terms from time to time. We will give at least 30 days' notice of any material change by posting the updated Terms on this page or emailing active clients. Continued use of our Services after the change takes effect constitutes acceptance of the updated Terms.

2. Overview of Services

Leadica offers services including:

• Lead Generation (cold outreach, inbound marketing, digital campaigns)
• AI-led Automation Services (AI Voice, SMS bots, workflow automation, CRM integration)
• Growth Marketing and Sales Funnel Optimisation
• Website Design and Development
• App Development and Deployment

Unless otherwise agreed in writing, all services are subject to these Terms.

Leadica may use subcontractors and third-party providers to deliver the Services and remains responsible for their work.

3. Business Use and Authority

Our Services are supplied to businesses. The person accepting these Terms confirms they are at least 18 years old and authorised to bind the Client.

4. Anti-Spam Policy

Leadica is committed to ethical and lawful marketing practices in line with Australian and New Zealand anti-spam legislation. We do not send unsolicited emails or SMS to consumers.

For business communications, we ensure we have at least deemed consent, meaning we only reach out to publicly available business contacts where there is a reasonable expectation of receiving relevant messages.

All our emails clearly identify us, provide accurate sender details, and include a simple, free opt-out option. If you wish to unsubscribe or believe you have received an unwanted message, contact us at hello@leadica.io, and we will remove you promptly.

5. Lead Generation Services – Additional Terms

5.1 Definition

"Lead Generation Services" refers to any activities undertaken by Leadica to attract, qualify, or deliver potential customer enquiries ("Leads") to the Client. This includes, but is not limited to, email outreach, LinkedIn campaigns, paid advertising, landing page optimisation, and CRM setup.

5.2 Results Not Guaranteed

While we make every effort to help our clients achieve the best possible results, Leadica does not guarantee specific outcomes. Any testimonials or examples of results are not intended to represent or guarantee that anyone will achieve the same or similar results. Success in any business endeavour involves inherent risks, and your results may vary based on various factors, including your market, business model, and implementation of our strategies.

Leadica does not guarantee that any leads provided will convert to sales, revenue, or retained customers. Lead quality will vary based on market conditions, targeting, and other external factors.

5.3 Client Responsibilities

Clients are responsible for timely follow-up and qualification of leads provided, unless otherwise agreed. Leadica accepts no liability for missed opportunities due to inaction by the Client.

5.4 Use of Client Platforms and Branding

Where necessary, the Client authorises Leadica to use its brand, domains, email addresses, LinkedIn profiles, or ad accounts to carry out campaigns.

5.5 Compliance

Clients are responsible for ensuring that contact lists, target criteria, and campaign data comply with relevant laws, including New Zealand's Privacy Act 2020 and Unsolicited Electronic Messages Act 2007, Australia's Spam Act 2003 and Privacy Act 1988, and GDPR and CAN-SPAM where applicable.

5.6 No Exclusivity or Volume Commitments

Unless otherwise agreed, Leadica does not offer territory exclusivity or minimum lead volumes. Lead delivery may fluctuate based on budget, platform performance, and seasonality.

5.7 Reporting and Delivery

Leadica will deliver leads through the agreed method. Any discrepancies must be raised within 5 business days of delivery.

6. AI Automation Services – Additional Terms

6.1 Definition

"AI Automation Services" includes implementation or configuration of workflows, voice agents, SMS bots, chatbots, or AI-driven tools provided by Leadica or its technology partners.

6.2 Limitations of AI

AI-generated outputs may be inaccurate, incomplete, or inappropriate in some contexts. Leadica does not guarantee the accuracy or suitability of AI responses.

6.3 Client Responsibility

Clients are responsible for providing clear, accurate, and lawful inputs used to configure AI tools. Clients must test and approve messaging before deployment.

6.4 Third-Party Tools

AI features may rely on third-party platforms (e.g. OpenAI, CRM app, Twilio). Leadica is not liable for changes, outages, or behaviour of these services. See section 14 for the full position on third-party platforms and client-provided data.

6.5 Data Privacy

AI interactions may involve temporary data processing through secure APIs. Unless stated otherwise, Leadica does not store customer message content. Sensitive or regulated data should not be shared via AI workflows.

6.6 Liability Limitation

Leadica is not liable for damages resulting from AI errors, missed leads, or automation failures unless caused by Leadica's negligence or wilful misconduct.

7. Website Design, App Development and Deployment – Additional Terms

7.1 Scope

"Website Design and Development" and "App Development and Deployment" cover the design, build, configuration, integration and release of websites, landing pages, web applications and mobile or web-based apps, together with related deployment, hosting setup and handover work. The specific scope, deliverables, milestones, technologies, environments and acceptance criteria for each engagement will be set out in the relevant proposal, statement of work or written quote ("SOW"). If anything in this section conflicts with an SOW, the SOW prevails for that engagement.

7.2 Typical Deliverables

Depending on the SOW, deliverables may include: discovery and requirements documentation; information architecture and wireframes; visual design and prototypes; front-end and back-end development; CMS, database and authentication setup; integrations with third-party platforms (such as CRM, email, payments, AI, analytics, automation and SMS providers); content loading from client-supplied assets; basic on-page SEO setup; testing in agreed browsers and devices; deployment to an agreed hosting environment; and a documented handover. Items not expressly listed in the SOW are out of scope.

7.3 Out of Scope (Unless Agreed in Writing)

Unless expressly included in the SOW, the following are out of scope: copywriting, professional photography or video, illustration, translation, ongoing content production, paid media spend, third-party platform subscriptions or licence fees, penetration testing, formal accessibility certification (e.g. WCAG audit), legal review of website content, data migration from legacy systems, and ongoing maintenance, support, monitoring or hosting after handover.

7.4 Client Responsibilities

The Client is responsible for providing timely access to required accounts, domains, hosting, DNS, brand assets, content, credentials and decision-makers, and for reviewing and approving designs, content and releases within the timeframes agreed in the SOW. Delays caused by the Client may extend timelines and may result in additional fees.

7.5 Acceptance and Revisions

Each milestone or deliverable is deemed accepted when (a) the Client confirms acceptance in writing, or (b) the Client uses the deliverable in production, or (c) five (5) business days have passed from delivery without written, specific feedback. The number of revision rounds included is set out in the SOW; additional revisions, new requirements or change requests will be quoted as variations.

7.6 Hosting, Domains and Third-Party Services

Where the SOW includes deployment, Leadica will deploy to the agreed hosting environment using reputable third-party providers (such as cloud hosting, CDN, database, authentication, analytics and email providers). The Client is responsible for any third-party platform fees, subscriptions and account ownership unless the SOW states otherwise. Section 14 governs the use of, and Leadica's responsibility for, those third-party platforms.

7.7 Performance, Compatibility and Security

Leadica will use reasonable care and skill to deliver functional, secure and performant builds, tested in the browsers, devices and environments agreed in the SOW. Leadica does not warrant that deliverables will be error-free, uninterrupted, compatible with every device, browser or future platform change, or that they will achieve specific search ranking, conversion, traffic or commercial outcomes.

7.8 Maintenance, Support and Updates

Maintenance, support, monitoring, security patching, backups and updates are not included unless expressly stated in the SOW or covered by a separate care plan. Without an active support arrangement, Leadica is not obliged to respond to issues, outages or change requests.

7.9 Intellectual Property

Ownership of intellectual property in website, app and development work is governed by section 9.

7.10 Client-Supplied Content

The Client warrants that any content, data, images, logos, code or assets it supplies are accurate, lawful and that the Client owns or is licensed to use them. Section 14 applies to any personal information supplied as part of, or processed through, the deliverables.

7.11 Fees and Variations

Fees are as set out in the SOW. Out-of-scope work, additional revisions, change requests, expedited delivery and project pauses or restarts may be charged as variations at Leadica's then-current rates and are subject to section 8 (Fees and Payment).

8. Fees and Payment

8.1 Terms

Fees are set out in the proposal or agreement. Payment terms are typically 7 days unless otherwise stated.

8.2 Deposits and Milestones

Project commencement may require a deposit. Ongoing work may be tied to milestones or recurring billing cycles.

8.3 Late Payments

Overdue invoices may result in services being suspended or terminated in accordance with section 11.4. Leadica may charge interest on overdue amounts at 2% per month, compounded monthly, from the due date until paid.

8.4 GST

All fees exclude GST unless stated otherwise. GST and any other applicable taxes are payable in addition.

8.5 Collection Costs

The Client must pay all reasonable costs Leadica incurs in recovering overdue amounts, including debt collection fees and legal costs on a solicitor-client basis.

9. Intellectual Property

9.1 Default position

Unless a proposal, SOW or service agreement sets out a different ownership arrangement, intellectual property is allocated as set out in this section. If they conflict, the proposal, SOW or service agreement prevails.

9.2 Leadica Platform IP

"Leadica Platform IP" means all intellectual property Leadica owns or has developed before an engagement. It also covers everything Leadica creates during an engagement that is not Client Materials: software code, applications, architecture, database structures, features, workflows, automations, templates, snapshots, prompts, designs, methodologies, processes and know-how, whether or not first created for the Client. Leadica owns all Leadica Platform IP. Where any of it would otherwise belong to the Client, including under the commissioning rule in section 21(3) of the Copyright Act 1994, the parties agree it belongs to Leadica, and the Client assigns it to Leadica on creation.

9.3 Client Materials

"Client Materials" means the Client's name, brand, logos, content, data (including customer and CRM data), confidential pricing rules, business information and any materials the Client supplies. The Client keeps ownership of Client Materials. The Client gives Leadica a non-exclusive, royalty-free licence to use them to provide the services. Leadica will not use Client Materials or the Client's confidential information in products or services for anyone else.

9.4 Client licence

Once all fees due are paid, Leadica grants the Client a perpetual, non-exclusive, worldwide, royalty-free licence to use, modify and operate the deliverables created for it, for its own business purposes, including public-facing websites and apps. The Client may transfer this licence to a buyer of all or substantially all of its business by notifying Leadica in writing. The Client may not resell, sublicense or offer the deliverables, or any product based on them, to third parties.

9.5 Hosted and subscription platforms

Where the Client uses Leadica Platform IP as a hosted or subscription service (including Leadica HQ, snapshots, Leadica Business Intel and multi-tenant applications), the Client's right to use it ends when the subscription ends. Section 9.4 does not apply to those services.

9.6 Leadica's right to commercialise

Leadica may reuse, adapt, develop, license and sell Leadica Platform IP to others, including as a multi-tenant or software-as-a-service product, as long as it does not include Client Materials or the Client's confidential information.

9.7 Exclusivity and ownership options

Exclusivity (by industry, territory or time period), or assignment of deliverables to the Client, applies only if agreed in writing in the SOW, and may involve additional fees.

9.8 Accounts and source code

Advertising, analytics and other platform accounts set up in the Client's name, and the data in them, belong to the Client. Where an SOW includes handover, Leadica will provide the agreed source code or repository access for the Client's deliverables after full payment.

9.9 Feedback

Leadica may freely use any suggestions, ideas or feedback the Client gives about Leadica's products and services.

9.10 Portfolio

Leadica may name the Client and show non-confidential work in its portfolio, case studies and marketing, unless the Client opts out in writing.

9.11 Third-party materials

Open-source software, third-party plugins, themes, fonts and assets remain subject to their own licences.

10. Confidentiality

Both parties agree to treat all confidential information received in connection with the services as strictly confidential and not disclose it to third parties without prior written consent, unless required by law.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law.

11. Term, Cancellation and Termination

11.1 Minimum term

Some services have a minimum initial term, set out in the proposal or service agreement. The Client may not terminate for convenience during a minimum term. If the Client ends the engagement early, the fees for the remainder of the minimum term become immediately due.

11.2 Client notice for ongoing services

After any minimum term, the Client may cancel an ongoing service plan by giving at least one full billing cycle's written notice (minimum 30 days) to hello@leadica.io. Cancellation takes effect at the end of the billing cycle in which the notice period ends. Fees remain payable until that date, and services continue at the standard plan level during the notice period.

11.3 Leadica notice

Leadica may end any ongoing service by giving the Client 30 days' written notice.

11.4 Immediate suspension or termination

Leadica may suspend or terminate services immediately if the Client materially breaches these Terms, fails to pay an invoice within 14 days of its due date, becomes insolvent, or uses the services unlawfully.

11.5 Cancelling project work

If the Client cancels a project (including website or app development under an SOW) before completion, the Client must pay for all work completed up to the cancellation date at Leadica's standard rates, plus any third-party costs Leadica has committed to. Deposits are non-refundable. Leadica will hand over completed work once all amounts owing are paid.

11.6 Pausing services

Ongoing services may be paused only by written agreement. A paused plan does not reduce or extend any minimum term unless agreed in writing.

11.7 On termination

(a) All outstanding fees become immediately due.

(b) On request, and once all fees are paid, Leadica will provide an export of the Client's data held in Leadica-managed platforms within 30 days of termination. After 30 days, Leadica may close those accounts and delete the data.

(c) Leadica-hosted accounts (including Leadica HQ sub-accounts), phone numbers and integrations may be transferred to a Client-owned account where the platform allows, at Leadica's standard rates. Where the Client used Leadica Platform IP as a hosted or subscription service under section 9.5, its right to use it ends on termination. This does not affect the Client's licence to paid deliverables under section 9.4.

(d) Third-party subscriptions held in the Client's name remain the Client's responsibility to cancel.

11.8 Survival

Sections 8, 9, 10, 11.7, 13, 14, 15 and 16, and any other provision intended to continue, survive termination.

12. Business Use (In Trade)

The Client acquires our Services for the purposes of a business. To the extent permitted by law, the parties agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply. The parties agree it is fair and reasonable to be bound by this clause.

13. Liability

To the fullest extent permitted by law, Leadica shall not be liable for any indirect, incidental, punitive, or consequential damages arising out of or relating to the services.

Leadica's total aggregate liability under these Terms shall not exceed the total fees paid by the Client to Leadica in the six (6) months preceding the event giving rise to the claim.

Leadica is not liable for any delay or failure caused by events beyond its reasonable control, including third-party platform outages, internet or power failures, natural disasters, pandemics or government action.

14. Client Data, Marketing Lists and Third-Party Platforms

Where you provide Leadica with customer lists, prospect lists, subscriber lists, contact records, CRM data, suppression lists or other personal information, you confirm that you have all rights, permissions, consents and lawful authority required to provide that information to us and to instruct us to use it for the agreed services.

You remain responsible for the accuracy, legality and source of any data you provide to us, including compliance with privacy, spam, marketing, consumer protection and industry-specific laws that apply to your business.

We will use client-provided data only for the purpose of delivering the agreed services, unless otherwise agreed in writing or required by law.

You acknowledge that some services may require the use of third-party platforms, including CRM systems, email marketing platforms, automation tools, advertising platforms, analytics tools, AI tools, SMS providers, hosting providers and data enrichment services. We are not responsible for the acts, omissions, outages, data handling practices, security incidents or terms of those third-party platforms, except to the extent caused by our own negligence, wilful misconduct or breach of our written agreement with you.

Unless otherwise agreed in writing, Leadica does not guarantee that any third-party platform, including email marketing, CRM, advertising, AI or automation platforms, will provide insurance cover, indemnity or compensation to you or your customers in the event of a data breach, platform compromise, outage, unauthorised access or other incident.

Any liability of Leadica for claims relating to client-provided data, marketing lists, campaign activity, third-party platforms or data handling is subject to the overall liability cap set out in section 13, except where liability cannot legally be excluded or limited.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of New Zealand. Any disputes arising under or in connection with these Terms shall be submitted to the exclusive jurisdiction of the New Zealand courts.

16. Indemnification

You agree to indemnify, defend, and hold harmless Leadica and its affiliates, officers, agents, employees, and partners from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Website or Services, or your violation of these Terms. This includes, without limitation, claims arising from your breach of the data and authority warranties in section 14 (client-provided data, marketing lists and third-party platforms).

17. Updates to Terms

Leadica may update these Terms in line with section 1. The most current version will always be available at leadica.io/trading-terms.

If you have questions or require a tailored agreement, please contact hello@leadica.io.

18. Contact Information

Leadica Limited
Level 1, 285 Parnell Road
Parnell, Auckland 1052
New Zealand
Email: hello@leadica.io
Phone: +64 9 309 5050

By using our Website and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.