Terms of Service

These Terms govern business use of Zero Friction services.

1. Overview

These Terms of Service form an agreement between ZERO FRICTION LIMITED, company number 9446896, trading as Zero Friction ("Zero Friction", "we", "us" or "our"), and the business purchasing or using the services ("Customer", "you" or "your").

Zero Friction provides digital presence maintenance services to businesses. The services are supplied for business purposes only.

By creating an account, purchasing a subscription, authorising access to an online platform or using the services, you confirm that you are authorised to act for the Customer and agree to these Terms. If you do not agree to these Terms, do not purchase or use the services.

These Terms apply together with the Customer's selected service plan and the Zero Friction Privacy Policy.

2. Service Description

Zero Friction provides digital presence maintenance services including social media publishing, content processing, content scheduling and YouTube management where included. Zero Friction is not a marketing agency, advertising agency, sales consultancy or business consultancy.

3. Customer Content

Customers retain ownership of all content supplied to Zero Friction. The Customer confirms that they own the supplied content or have the necessary rights and permissions to provide it to Zero Friction for use.

By supplying content, the Customer grants Zero Friction a non-exclusive, royalty-free licence to store, copy, edit, reformat, adapt, schedule, publish and republish that content solely for the purpose of delivering the purchased services.

Zero Friction does not gain ownership of customer-supplied content.

4. Customer Responsibilities

Customers are responsible for:

• providing accurate, lawful and current business information and content;
• ensuring they own supplied content or have permission to use it;
• notifying Zero Friction when prices, services, contact details, opening hours, offers or other business information change;
• maintaining control of their online accounts and completing any platform-required authorisation, permission or verification steps;
• keeping the permissions required for Zero Friction to provide the service active;
• providing enough suitable content and information for the selected service;
• completing required dashboard tasks and responding to reasonable requests for missing information;
• keeping billing and contact details current; and
• ensuring supplied material does not infringe copyright, privacy, confidentiality or other legal rights.

Customers must not provide false, misleading, unlawful, defamatory or unauthorised material.

Zero Friction is not responsible for delays or reduced service caused by missing information, unavailable customer content, incomplete customer actions or loss of required platform access.

5. AI-Assisted Processing

Zero Friction may use artificial intelligence and automated tools to assist with content creation, editing, formatting, repurposing and publishing.

6. Content Availability

Zero Friction creates content using customer-provided material and approved public-source information.

Customer-provided material remains the primary source.

The quality, variety and volume of published content depend on the amount and suitability of the material available. Zero Friction may edit or repurpose existing content but will not invent unsupported claims, experiences, projects, testimonials, achievements or factual information.

Zero Friction may decline to use material that is unlawful, misleading, outdated, unsuitable for publication or unsupported by available evidence.

Where insufficient suitable material is available, the volume or variety of content may be reduced, delayed or paused until further material is provided.

7. Confidentiality

Zero Friction must keep confidential all non-public information, records, materials, account details and content supplied by or obtained from the Customer in connection with the services ("Confidential Information").

Zero Friction may use Confidential Information only to provide, administer, secure and support the services. Zero Friction may disclose Confidential Information only:

1. to employees, contractors, service providers or automated systems that require access to deliver the services and are subject to appropriate confidentiality obligations;
2. with the Customer's authority;
3. where the information has been authorised for public release; or
4. where disclosure is required by law, a court order or a lawful government authority.

Confidential Information does not include information that:

1. is already publicly available through no breach of these Terms;
2. was lawfully known to Zero Friction before it was supplied by the Customer;
3. is lawfully received from another person without a duty of confidentiality; or
4. is independently developed without using the Customer's Confidential Information.

Zero Friction must take reasonable steps to protect Confidential Information against unauthorised access, use, alteration, loss or disclosure.

These confidentiality obligations continue after suspension, cancellation or termination of the services. Personal information will also be handled in accordance with the Zero Friction Privacy Policy and applicable New Zealand privacy law.

8. No Guarantee of Results

Zero Friction will provide the services with reasonable care and skill but does not guarantee any particular commercial or platform result.

Zero Friction does not guarantee increased sales, revenue, enquiries, customers, engagement, followers, reach, website traffic, search rankings or platform performance.

Results may be affected by factors outside Zero Friction's control, including the Customer's business activity, the quality and availability of Customer Content, audience behaviour, competition and third-party platform systems, policies and algorithms.

Nothing in this clause excludes any obligation or liability that cannot lawfully be excluded.

9. Third-Party Platforms

Zero Friction relies on third-party platforms to provide parts of the services. These platforms operate independently and control their own systems, access rules, permissions, verification requirements, policies, features, algorithms and availability.

Zero Friction does not control and is not responsible for:

1. platform outages, interruptions or technical failures;
2. changes to platform policies, features, permissions or publishing requirements;
3. account restrictions, suspensions, removals or verification decisions made by a platform;
4. changes to algorithms, reach, engagement or content distribution;
5. delays caused by platform review, approval or verification processes; or
6. any platform decision that prevents or limits Zero Friction from providing part of the services.

The Customer is responsible for maintaining ownership and control of their platform accounts and for completing any verification, approval or authorisation steps required by the relevant platform.

Where a platform change affects service delivery, Zero Friction may modify, pause or discontinue the affected part of the service. Zero Friction will notify the Customer where the change materially affects the Customer's service.

10. Fees, Onboarding, Billing and Payment

Fees are charged at the price shown for the Customer's selected service plan and any selected add-ons. Unless otherwise stated, Zero Friction prices are in United States dollars.

The Customer must pay an onboarding deposit equal to the first monthly subscription fee when signing up.

If the Customer cancels before Zero Friction begins onboarding work, the deposit will be refunded. Once onboarding work has begun, the deposit is non-refundable and is applied toward the costs of account setup, platform connection and onboarding.

When the account becomes Ready to Publish, the deposit is credited as payment for the Customer's first monthly service period. The Customer is not charged an additional subscription fee for that first live month.

Ready to Publish means Zero Friction has completed the required onboarding steps and has confirmed that delivery of the selected service can begin.

After the first live month, subscription fees are payable in advance at the start of each monthly service period.

Subscriptions renew automatically each month until cancelled in accordance with Section 12.

By purchasing a subscription, the Customer authorises Zero Friction and its payment provider to charge the Customer's nominated payment method for recurring subscription fees and any authorised add-ons.

The Customer is responsible for maintaining current billing information and a valid payment method.

If a payment fails or remains unpaid, Zero Friction may notify the Customer and suspend the service. Publishing and other service activity may stop during suspension. The account may be reactivated once the outstanding payment has been received.

GST or other applicable taxes will be added where required by law.

Zero Friction may change its fees by notifying the Customer before the new price applies. The Customer may cancel before the new price takes effect.

11. Content Continuity

Where no new Customer Content is available, Zero Friction may meet the scheduled publishing service by rotating, reformatting or republishing previously approved content.

Republished or reformatted content counts toward the publishing frequency included in the Customer's service plan.

Previously approved content may be reused regardless of age where, to the best of Zero Friction's current knowledge and available evidence, it remains accurate, current in substance and suitable for publication. Age alone does not make content unusable.

Zero Friction does not make things up. Zero Friction will not invent or imply new business activity, claims, events, offers, projects or facts and will not reuse content it knows, or has evidence, is no longer accurate.

12. Cancellation

The Customer may cancel the subscription at any time through the dashboard or by giving written notice to Zero Friction.

Cancellation takes effect at the end of the Customer's current paid monthly service period. Zero Friction will continue providing the service until that date unless the Customer requests that service stop earlier.

No further subscription payment will be charged after the cancellation takes effect. Fees already paid for the current monthly service period are not refundable or transferable merely because the Customer chooses to stop using the service before that period ends.

The onboarding deposit is handled under Section 10.

On the effective cancellation date:

1. publishing and scheduling will stop;
2. posts scheduled for a later date will be withdrawn where reasonably possible;
3. Zero Friction's access to the Customer's platform accounts will be removed;
4. the Customer remains responsible for any outstanding fees; and
5. Customer information, content and service records will be retained or deleted in accordance with the Privacy Policy and any legal record-keeping requirements.

If Zero Friction cancels the service without a breach by the Customer, any prepaid amount covering a period after the cancellation date will be refunded.

Cancellation does not affect rights, obligations or liabilities that arose before the cancellation date.

13. Limitation of Liability

The Customer's agreement is with ZERO FRICTION LIMITED, trading as Zero Friction. No director, shareholder, employee, contractor or representative of ZERO FRICTION LIMITED is personally liable for the company's obligations solely because of their role.

To the fullest extent permitted by law, ZERO FRICTION LIMITED is not liable for indirect or consequential loss including loss of profit, revenue, anticipated savings, goodwill or business opportunity.

ZERO FRICTION LIMITED's total liability arising from or connected with the services or these Terms is limited to the total fees paid by the Customer during the 12 months immediately before the event giving rise to the claim.

Where the Customer has used the service for less than 12 months, the limit is the total amount paid since signup.

The Customer indemnifies ZERO FRICTION LIMITED against third-party claims and reasonable costs arising directly from Customer Content that breaches Sections 3 or 4. This indemnity does not apply where the claim was caused by Zero Friction using the content outside the permitted service or altering it without authority.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct or any liability that cannot lawfully be excluded or limited.

14. Suspension and Termination by Zero Friction

Zero Friction may immediately suspend the affected service or the Customer's account where:

1. a required payment has not been received;
2. the Customer has not provided or maintained the access required to deliver the service;
3. Customer Content is unlawful, misleading, defamatory, infringing or unauthorised;
4. continued service creates a security, privacy or legal risk;
5. the Customer uses the service for unlawful or fraudulent purposes; or
6. a third-party platform prevents or prohibits continued delivery of the service.

Where a breach can be corrected, Zero Friction will give the Customer written notice describing the breach and allow 10 business days to correct it. Zero Friction may keep the affected service suspended during this period.

Zero Friction may terminate the agreement immediately where:

1. the breach cannot be corrected;
2. the Customer does not correct the breach within 10 business days;
3. the Customer repeatedly breaches these Terms;
4. the Customer engages in fraud, unlawful activity or conduct that creates a serious security or privacy risk; or
5. continued delivery of the service would breach a law or binding platform requirement.

Zero Friction may also terminate the agreement without Customer breach by giving at least 30 days' written notice. Any prepaid fees covering service after the termination date will be refunded.

When the agreement is terminated:

1. publishing and scheduling stop;
2. Zero Friction's access to Customer platform accounts is removed;
3. all unpaid fees for services already provided become immediately due;
4. Customer Content and records are handled under the Privacy Policy and legal record-keeping requirements; and
5. rights and obligations arising before termination remain enforceable.

15. Changes to These Terms

Zero Friction may change these Terms only by giving written notice to the Customer.

A material change takes effect no earlier than 30 days after notice is given. The notice must state what has changed and the date the change takes effect.

A change required by law or needed to address an immediate security, fraud or platform-compliance issue takes effect when notice is given.

Changes do not alter the price or service obligations for a monthly service period that has already begun unless the change is required by law.

The Customer may cancel the service before a material change takes effect. Continued use of the service after the effective date constitutes acceptance of the updated Terms.

16. Governing Law and Disputes

These Terms and the relationship between the Customer and ZERO FRICTION LIMITED are governed by the laws of New Zealand.

A party raising a dispute must give the other party written notice describing the issue and the outcome sought.

The parties must allow 10 business days after the notice is received to attempt to resolve the dispute in good faith.

If the dispute is not resolved within that period, either party may begin proceedings in the New Zealand courts.

The parties submit to the jurisdiction of the New Zealand courts.

The 10-business-day process does not prevent either party from seeking urgent court orders or taking action to recover an undisputed overdue payment.

17. Notices

Any notice under these Terms must be in writing. Zero Friction may send notices to the email address registered to the Customer's account and may also place notices in the Customer dashboard.

The Customer may send notices to the business email address published on the Zero Friction website or through any notice function provided in the Customer dashboard.

An email notice is treated as received on the next business day after it is sent unless the sender receives a delivery failure. A dashboard notice is treated as received when it is posted and an email alert has been sent to the Customer.

18. General Terms

These Terms, the Customer's selected service plan and the Zero Friction Privacy Policy form the entire agreement relating to the services.

If the selected service plan conflicts with these Terms, the service plan controls the price, included platforms, storage allowance and publishing frequency. These Terms control all other matters.

If any part of these Terms is found to be invalid or unenforceable, the remaining parts continue in effect.

A failure or delay by either party to enforce a right under these Terms does not waive that right.

Headings are included for convenience and do not affect interpretation.

Business day means a day other than a Saturday, Sunday or public holiday in New Zealand.

End of Terms of Service