Terms & Conditions
- Introduction & Acceptance
1.1. These Terms and Conditions (“Terms”) govern your engagement with Design Box Digital Pty Ltd (“we,” “us,” “our,” or “the Company”) for the provision of digital services, which may include but is not limited to Search Engine Optimisation (SEO), web design, web development, and digital marketing (collectively, “Services”).
1.2. By engaging our Services, whether by signing the Proposal/Contract, paying an invoice, or otherwise authorising work, you (“the Client,” “you,” or “your”) agree to be bound by these Terms and Conditions. If you are agreeing on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
- Services & Proposals
2.1. The specific Services to be provided will be detailed in a separate proposal, which includes scope of work, or service agreement (“the Proposal”). The Proposal, once accepted by the Client, forms an integral part of this agreement, and becomes “the Contract”.
2.2. The Company reserves the right to adjust the scope of Services and associated fees if the Client’s requirements change or if unforeseen complexities arise, subject to prior written communication and agreement with the Client.
- Client Responsibilities
To ensure the effective and timely delivery of our Services, the Client agrees to:
3.1. Provide all necessary materials, content, brand assets, and logins (e.g., to website backend, Google Analytics, Search Console, social media accounts) in a timely manner.
3.2. Appoint a single point of contact for all communications, feedback, and approvals to streamline the process.
3.3. Review all deliverables (e.g., designs, content, reports) promptly and provide clear, consolidated feedback within agreed timeframes.
3.4. Ensure that all materials provided to the Company (including text, images, and logos) do not infringe upon any third-party rights and are compliant with all applicable Australian laws.
3.5. Consequences of Delay. If the Client fails to fulfil its obligations under this clause (including providing materials, access, or approvals) and this causes a delay, and the Client does not respond to representations within fifteen (15) business days, the Company reserves the right to adjust project timelines and/or invoice for all work completed and committed, even if the full Service could not be delivered due to the delay.
- Performance & Results
4.1. The Company commits to providing services with reasonable care and skill, in accordance with industry standards.
4.2. No Guarantee of Rankings or Traffic. The Client acknowledges that SEO and digital marketing are influenced by numerous factors outside our control, including frequent changes to search engine algorithms, competitor actions, and market trends. Therefore, the Company makes no guarantee, warranty, or representation regarding the achievement of specific search engine rankings, levels of website traffic, or quantities of leads or sales.
4.3. Good Faith Effort. The Company pledges to use industry best practices, its expertise, and professional judgment to improve the Client’s online visibility and performance, as measured by the Key Performance Indicators (KPIs) outlined in the Contract.
- Web Design & Development
5.1. Content and Functionality. The Client is responsible for providing all final content (text, images, etc.) before the development phase begins. Delays in content provision may impact the project timeline.
5.2. Revisions. The Contract will include a specified number of revision rounds for design concepts. Additional revisions may incur extra charges.
5.3. Browser Compatibility. Websites will be designed to be compatible with current versions of major browsers. We do not support older, deprecated browsers.
5.4. Post-Launch Support. Any work required after the website is launched, including fixes for issues caused by Client modifications or third-party plugins, will be scoped and quoted separately.
- Fees, Payment & Invoicing
6.1. The Client agrees to pay all fees as outlined in the Contract. All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise.
6.2. Prices stated in the Contract are estimates only and are based on hourly rates. The Client is liable for extra costs should the number of hours required to complete tasks exceed those listed in the Contract. The Company is obliged to communicate these to the Client and to seek formal agreement before further work commences.
6.3. Late Payments. Invoices are due within seven (7) days of issue. Overdue invoices may be subject to interest at a rate of 1.5% per month and may result in the cancellation of the Contract. The Company reserves the right to pause all Services for accounts that are more than fourteen (14) days overdue.
6.4. Price Changes. The Company reserves the right to review and change its service fees, providing the Client with thirty (30) days’ written notice.
- Intellectual Property
7.1. Client Materials. The Client retains ownership of all intellectual property rights in their logos, branding, and pre-existing content provided to us.
7.2. The Company IP. We retain ownership of our proprietary methodologies, tools, source code, pre-existing knowledge, and any internal assets used to create the deliverables.
7.3. Transfer of Rights. Upon final payment of all fees, The Company grants the Client a perpetual, non-exclusive license to use the final delivered website design, custom graphics, and copywritten content created specifically for the Client as part of the project.
- Confidentiality
8.1. Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of engagement and not to use it for any purpose other than fulfilling their obligations under this agreement.
- Disclaimer & Limitation of Liability
9.1. The Services are provided on an “as is” basis. To the fullest extent permitted by Australian law, the Company excludes all implied warranties and conditions.
9.2. To the extent permitted by law, the total aggregate liability of the Company for any claims relating to this agreement is limited to the resupply of the Services or the amount paid by the Client for those Services in the three (3) months preceding the claim, whichever is less.
9.3. The Company will not be liable for any indirect, consequential, or incidental damages, including loss of profits or revenue, arising from the provision of the Services.
9.5. In no event will the Company be liable for any indirect, consequential, or incidental damages, including but not limited to lost profits, loss of data, loss of business opportunity, or reputational damage, even if the Company has been advised of the possibility of such damages.
9.6. This limitation of liability applies to all claims, whether in contract, tort (including negligence), or any other legal theory.
- Specific Liability Exclusions and Client Acknowledgements
10.1. Third-Party and Technical Issues. The Company will not be liable for service disruptions caused by factors beyond our control. This includes, but is not limited to:
(a) Hacking, viruses, or security breaches.
(b) Interruptions or failures of third-party software, platforms, or services (including search engines and web hosts) upon which our Services are dependent.
Should such an issue occur, we will, upon your request and at your cost, provide reasonable assistance with remedial efforts. All work for remedial efforts will be billed separately at our standard rates.
10.2. Client-Made Changes. We are not liable for any negative impact on the performance or results of our Services caused by changes made by you or a third party acting on your behalf. This includes alterations to domain names, website code, technical setup, or other systems. Any work required to rectify or adjust our Services due to such changes will be billed as additional work.
10.3. Search Engine Dependence. Our performance of SEO and related services is guided by the prevailing policies of major search engines (e.g., Google, Bing). We are not liable for delays or failures in performance resulting from changes to search engine algorithms, terms of service, advertising costs, or other rules beyond our control. We reserve the right to adjust our strategies in response to such changes.
10.4. No Guarantee of Specific Outcomes. The Company does not guarantee any specific outcome, including but not limited to:
(a) A specific search engine ranking or position for any particular keyword.
(b) A minimum level of website traffic, clicks, leads, or sales.
(c) The continued inclusion or indexing of any URL by a search engine.
10.5. Client Implementation. The success of our Services is a collaborative effort. We are not liable for any lack of success or performance if you choose not to implement the recommendations we provide.
- Term & Termination
11.1. This agreement commences on the date the Proposal is accepted by both the Client and the Company, forming a Contract between the parties, which continues for the term specified therein.
11.2. Either party may terminate this agreement for material breach by providing thirty (30) days’ written notice to the other party to remedy the breach.
11.3. Either party may terminate for convenience with thirty (30) days’ written notice. Upon termination for convenience, the Client is liable for all fees for work completed up to the termination date.
11.4. Upon termination, the Client must pay all outstanding fees, and we will provide a final report and transfer relevant website files and data, subject to payment in full.
- General
12.1. Governing Law. This agreement is governed by the laws of Australia, and all parties submit to the non-exclusive jurisdiction of the courts of that state.
12.2. Force Majeure. Neither party is liable for delays or failures in performance resulting from acts beyond its control, including: strikes; lock-outs or other industrial disputes; failure of a utility service or transport network; act of God; war; riot; civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire; flood; storm; or default of suppliers or subcontractors.
12.3. Changes to Terms. The Company may update these Terms from time to time. Continued use of our Services after changes are posted constitutes acceptance of the new Terms.
