Legal

Terms & Conditions

The terms governing our engagement with clients across lead generation, growth partnership, CRM, AI and related services.

Last updated: 29 April 2026

These Terms and Conditions ("Terms") govern the provision of services by OneAdsphere Limited ("OneAdsphere", "we", "us" or "our") to clients ("you" or "Client"). By engaging OneAdsphere or accepting a proposal, you agree to be bound by these Terms. These Terms are governed by the laws of New Zealand.

1. Services

OneAdsphere provides the AI Conversion Engine — a managed service that combines paid media (Meta and Google), Voice AI, SMS sequences and AI chatbot deployment, CRM setup and automation, custom reporting dashboards, landing page development, and creative production. Optional engagements include fractional CMO strategy, additional AI sub-agents and bespoke website development.

The specific services, deliverables, timelines and fees for each engagement are set out in a Statement of Work (SOW), proposal or service agreement provided to the Client. These Terms apply to all such engagements unless expressly varied in writing.

2. AI Conversion Engine pricing and payment

2.1 Pay-per-confirmed-appointment model

For AI Conversion Engine engagements, fees are charged on a per-confirmed-appointment basis:

  • AI Conversion Engine: NZD $150 per confirmed appointment, excluding GST

This single fee covers dedicated Meta & Google ad campaign management and the associated ad spend, conversion-engineered landing pages, the Voice AI agent, the SMS follow-up sequence, the AI chatbot, the Client's dedicated CRM workspace, the booking system and weekly reporting. OneAdsphere funds and manages the Meta and Google ad spend; there is no separate ad-spend charge to the Client.

2.2 Confirmed appointment definition

A "confirmed appointment" is an appointment where: (a) the prospect has answered the qualifying questions agreed in writing between OneAdsphere and the Client at the commencement of the engagement; (b) the prospect's answers meet the agreed thresholds; (c) the prospect has agreed to a specific time; and (d) that time has been locked into the Client's calendar with a confirmation message sent. Appointments that do not meet this definition (wrong region, wrong product, junk submissions, unreachable contacts, prospects outside agreed thresholds) are not billed.

2.3 Minimum commitment and prepayment

The minimum monthly commitment for AI Conversion Engine engagements is set out in each Client's Statement of Work, typically in the range of 20–30 confirmed appointments per calendar month. Payment for the monthly minimum is prepaid at the start of each billing period. No separate setup fee or monthly retainer applies on top of the per-appointment fee.

2.4 Shortfall rollover

If OneAdsphere delivers fewer than the agreed minimum confirmed appointments in a calendar month, the shortfall rolls over to the following month. The Client does not lose prepaid credit. Repeated shortfalls for more than two consecutive months will be reviewed jointly by both parties.

2.5 No-shows and rebooking

Confirmed appointments are billable once the booking is confirmed in the Client's calendar. Each confirmed appointment is delivered with supporting evidence, including the AI call recording and transcript. Automated reminders are sent to the prospect ahead of the appointment. Where a prospect fails to attend, follow-up and rebooking are the Client's responsibility; OneAdsphere will supply the call recording, transcript and verified contact details to support the Client's re-engagement. Refunds for no-shows are not offered.

2.6 GST

All prices are stated excluding New Zealand GST (15%). GST will be added to invoices issued to New Zealand-registered entities as required by law.

3. Retainer and project engagements

For full-funnel growth partnerships, CRM builds, AI agent builds, dashboard development, website development, creative production and strategy engagements, fees are set on a retainer or fixed-project basis as agreed in the relevant SOW. Payment terms for retainer engagements are 7 days from invoice date unless otherwise agreed in writing.

4. Intellectual property and asset ownership

4.1 Client owns all assets

Upon full payment of all outstanding fees, the Client owns all assets built by OneAdsphere on the Client's behalf, including but not limited to: advertising accounts, CRM configurations and data, automation workflows, AI agent configurations, custom dashboards, website code and repositories, and creative assets. These assets are held in the Client's name from the point of setup wherever platform terms permit.

4.2 Portfolio rights

OneAdsphere retains the right to reference the Client engagement and use anonymised versions of work product (including performance metrics, screenshots and case study summaries) for portfolio, marketing and business development purposes. If the Client wishes to be identified by name in any published case study, OneAdsphere will seek written approval before publication.

4.3 OneAdsphere methodology

OneAdsphere retains ownership of its internal methodologies, frameworks, templates, playbooks and tooling. Nothing in these Terms transfers ownership of OneAdsphere's proprietary intellectual property to the Client.

5. Cancellation and termination

5.1 Notice period

Either party may terminate an ongoing engagement by giving 30 days' written notice to the other party. Notice must be provided in writing (email is acceptable).

5.2 Effect of termination

Upon termination: (a) all fees owing for services delivered prior to the termination date become immediately payable; (b) prepaid but unused lead credits will be refunded on a pro-rata basis for fully undelivered months; (c) OneAdsphere will cooperate with the Client to ensure an orderly handover of all owned assets within 14 days of the termination date.

5.3 Termination for cause

Either party may terminate immediately by written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice of the breach.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement and not to disclose such information to third parties without prior written consent, except as required by law or as necessary to deliver the contracted services.

7. Limitation of liability

To the maximum extent permitted by law:

  • OneAdsphere's total liability to the Client for any claim arising out of or in connection with these Terms or any engagement shall not exceed the total fees paid by the Client to OneAdsphere in the three (3) months immediately preceding the event giving rise to the claim.
  • OneAdsphere is not liable for any indirect, incidental, special or consequential loss, loss of revenue, loss of profit, loss of data, or loss of business opportunity, whether arising in contract, tort (including negligence) or otherwise, even if advised of the possibility of such loss.
  • OneAdsphere does not guarantee specific advertising results, lead volumes (beyond the shortfall rollover mechanism in clause 2.4), conversion rates, revenue outcomes or return on ad spend. Digital advertising performance is subject to platform algorithms, market conditions and factors outside OneAdsphere's control.

8. Warranties and representations

Each party warrants that: (a) it has the legal right and authority to enter into these Terms; (b) it will comply with all applicable laws and regulations in connection with its activities under these Terms.

The Client warrants that any materials, brand assets, content or data it provides to OneAdsphere do not infringe the intellectual property rights of any third party, and that the Client has all necessary rights and permissions to use and provide such materials.

9. Dispute resolution

The parties agree to attempt to resolve any dispute arising under or in connection with these Terms through good-faith negotiation before commencing legal proceedings. If the parties are unable to resolve a dispute by negotiation within 20 working days, either party may pursue resolution through the New Zealand courts.

10. Governing law

These Terms are governed by and construed in accordance with the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand courts.

11. Amendments

OneAdsphere may update these Terms from time to time. Updated Terms will be posted to oneadsphere.com/terms with a revised date. Continued engagement with OneAdsphere after notification of updated Terms constitutes acceptance of the changes.

12. Contact

Questions regarding these Terms should be directed to:

OneAdsphere
Email: [email protected]
Location: Auckland, New Zealand