Clout Terms and Conditions
Last updated: 19 June 2026
By using Clout’s services, you agree to be bound by these terms and conditions.
1. Who these terms apply to
1.1 Clout is a trading name of Energise Web Design Limited (NZBN:9429036395712) (we, us, our). These terms and conditions (Agreement) apply between us and you (you, your) whenever you access or use our platform, tools, or any related services (Services).
1.2 You accept this Agreement by placing an order, creating an account, or otherwise using the Services. If you are accepting on behalf of a business, you confirm you have authority to bind that business to this Agreement.
2. The Services
2.1 We will provide the Services as described on our website or as otherwise agreed with you in writing.
2.2 We may update, modify, or improve the Services from time to time. We will give you reasonable notice of any changes that materially affect your use of the Services.
2.3 We will provide reasonable online documentation and support to help you get up and running.
3. Orders, subscriptions, and renewal
3.1 Orders may be placed via our website or another method we accept from time to time. All orders are subject to our acceptance. An email confirming receipt of your order is not acceptance.
3.2 We will begin providing the Services once we have accepted your order and received payment of the applicable fees.
3.3 Your subscription will automatically renew for the same period unless you notify us in writing at least 14 days before the end of your current subscription term that you do not want to renew.
4. Fees and payment
4.1 The fees for the Services (Fees) are:
(a) set out on our website or as otherwise agreed with you in writing, and may change from time to time;
(b) payable in advance unless we agree otherwise in writing;
(c) payable by credit card, direct debit, or another payment method we accept;
(d) in New Zealand dollars unless we specify otherwise; and
(e) exclusive of GST, which will be added where applicable.
4.2 We will invoice you on acceptance of your order and at each subscription renewal.
4.3 If you pay by credit card, you authorise us to charge your card for any Fees due on renewal, on or about the renewal date.
4.4 If you do not pay Fees when due, we may suspend the Services until payment is received. We may also recover from you any reasonable costs we incur in collecting the overdue amount, including legal costs.
5. Your obligations
5.1 You agree to:
(a) use the Services only for lawful purposes and in accordance with this Agreement and any guidelines we publish from time to time;
(b) ensure you have obtained any necessary consents from your customers or other third parties before using the Services to contact them, and that doing so complies with all applicable laws, including the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007;
(c) provide accurate and up-to-date information that we need to perform the Services;
(d) keep your login credentials secure and not share them with anyone else;
(e) not use the Services to send unsolicited bulk messages (spam), or to do anything that breaches applicable anti-spam laws;
(f) not attempt to reverse engineer, copy, modify, or interfere with the Services or our systems; and
(g) not do anything that damages or could damage our reputation or business.
5.2 If you are connecting third-party platforms (such as Google Business Profile) through our Services, you are responsible for ensuring you have the necessary permissions and comply with the terms of those platforms.
6. What we promise, and what we don’t
6.1 We will use reasonable care and skill to provide the Services as described on our website.
6.2 We may modify the Services, or the systems we use to deliver them, from time to time. We will tell you about any significant changes.
6.3 The Services are provided on an “as is” and “as available” basis. Except as expressly set out in this Agreement, and to the fullest extent permitted by law, we exclude all warranties, conditions, and guarantees (whether express or implied), including those under the Consumer Guarantees Act 1993 and the Contract and Commercial Law Act 2017.
6.4 We do not guarantee specific outcomes from your use of the Services, including the quantity or content of any reviews you receive. Once a review is submitted by a customer, it cannot be amended or removed by us.
6.5 If we breach a warranty under this Agreement, your remedy will be limited to us re-performing the relevant part of the Services, a credit, or a refund of Fees paid, as we determine in our reasonable discretion.
7. Liability
7.1 To the fullest extent permitted by law, we are not liable to you for any indirect, consequential, or special loss or damage, including loss of revenue, profit, business opportunity, or data, whether or not we were aware such loss was possible.
7.2 Where we are found liable despite clause 7.1, our total liability to you is limited to the total Fees you have paid us in the three months immediately before the event giving rise to the claim.
7.3 You agree to indemnify and hold us harmless against any losses, costs, or claims arising from your breach of this Agreement, your use of the Services, or any claim that materials you provide to us infringe a third party’s intellectual property rights.
8. Intellectual property
8.1 We own (or are licensed to use) all intellectual property rights in the Services, our systems, our software, and all related documentation and content (Our IP). Nothing in this Agreement transfers any of Our IP to you.
8.2 Subject to your payment of all Fees, we grant you a non-exclusive, non-transferable licence to use Our IP during the term of this Agreement, solely for the purpose of using the Services.
8.3 You retain ownership of any materials, content, and data that you provide to us (Your IP). You grant us a royalty-free licence to use Your IP to the extent necessary to perform the Services.
8.4 We may use aggregated, anonymised data derived from your use of the Services for analytics, product improvement, and benchmarking purposes, provided this data cannot identify you or your customers.
8.5 These intellectual property clauses survive termination of this Agreement.
9. Confidentiality and privacy
9.1 Each party agrees to keep the other’s confidential information private and not to use or disclose it without the other’s consent, except where required by law.
9.2 We will handle any personal information you provide to us in accordance with the Privacy Act 2020 and our Privacy Policy, available on our website.
9.3 You consent to receiving electronic communications from us about the Services. You can opt out at any time by contacting us or using the unsubscribe link in our emails.
9.4 These confidentiality obligations survive termination of this Agreement.
10. Suspension and termination
10.1 Either party may cancel this Agreement by giving written notice. Cancellation takes effect at the end of your current billing period.
10.2 We may suspend or terminate the Services immediately if:
(a) you breach a material term of this Agreement and (where the breach is capable of remedy) fail to remedy it within 7 days of our notice to do so;
(b) you become insolvent, enter receivership or liquidation, or are unable to pay your debts; or
(c) continued provision of the Services would, in our reasonable opinion, be unlawful.
10.3 We may also terminate this Agreement without cause by giving you 30 days’ written notice.
10.4 Fees paid in advance are non-refundable on termination, except where we terminate without cause and without fault on your part, in which case we may refund a reasonable portion of any prepaid Fees.
10.5 On termination, you must immediately stop using the Services and return or destroy any of our confidential information in your possession.
11. Disputes
11.1 If a dispute arises, both parties agree to first try to resolve it in good faith through direct negotiation before taking any formal steps.
11.2 If we cannot resolve the dispute within 20 business days of one party notifying the other, either party may refer the matter to the courts of New Zealand.
11.3 This clause does not prevent either party from seeking urgent injunctive or interim relief from a court where necessary.
12. General
12.1 Amendments. We may update this Agreement from time to time by posting the revised version on our website and notifying you by email. If you do not accept the changes, you may notify us in writing within 7 days, and we will honour your existing terms until your subscription next renews or expires.
12.2 Force majeure. We are not liable for any delay or failure caused by events outside our reasonable control, including natural disasters, power failures, or internet outages.
12.3 Governing law. This Agreement is governed by the laws of New Zealand.
12.4 Jurisdiction. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
12.5 Assignment. You may not assign your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to a third party.
12.6 No partnership. This Agreement does not create any partnership, employment, agency, or joint venture between the parties.
12.7 Entire agreement. This Agreement is the entire agreement between us and replaces any prior discussions, representations, or agreements on the same subject.
12.8 Severability. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force.
12.9 Waiver. Failure to enforce any part of this Agreement is not a waiver of the right to enforce it later.
12.10 Survivorship. Any provisions that by their nature should survive termination (including intellectual property, confidentiality, liability, and indemnity) will do so.
13. Definitions
- Agreement means these terms and conditions, as updated from time to time.
- Clout is a trading name of Energise Web Design Limited.
- Fees means the charges payable for the Services, as set out on our website or agreed in writing.
- Our IP means all intellectual property owned or licensed by us in connection with the Services.
- Services means the platform, tools, and related services we provide to you.
- Your IP means the materials, content, and data you provide to us.
Questions about these terms? Contact us at admin@energise.co.nz.