hello@augmentumdigital.com.au
1300 429 530 | 1300 428 530
The conditions, provisions and terms ('Terms and Conditions') govern the relationship between Augmentum Digital Pty Ltd (ACN 612 059 784) and the Client in connection with any Contract and/or the supply of Services. These Terms and Conditions ("Agreement") govern the provision of advertising services ("Services") by Augmentum Digital to the Client in Australia. By accepting a Quotation, the Client agrees to be bound by this Agreement. All Services will comply with Australian law, including the Spam Act 2003 (Cth), and the policies of the relevant Ad Platforms: Google Ads Policies; Meta Advertising Standards. If Virtual Call Tracking services are integrated with the Services (e.g., for call tracking and analytics), the Client agrees to comply with the Virtual Call Tracking Terms and Conditions (effective 1 March 2023), available at https://www.virtualcalltracking.com.au/terms-conditions/, which are incorporated by reference into this Agreement to the extent they apply to such integration.
1.1 'Commencement Date' means the commencement of the Services as set out in any Quotation.
1.2 'Contract' means all contracts entered into between Augmentum Digital and the Client.
1.3 'Client' means the client identified on any order form, quotation, work authorisation or other form as provided by Augmentum Digital to the Client, including any person acting as agent or purporting to act as agent of the Client.
1.4 'Delivery' means the time at which the relevant invoice is issued for the Services.
1.5 'Force Majeure Event' includes act of God, war, civil disturbance, riot, lightning, cyclone, earthquake, fire, storm, flood, explosion, governmental action, platform outages, strikes, or any other cause, event or circumstance which is not reasonably within the control of either Augmentum Digital or the Client.
1.6 'IP Rights' includes copyrights (including software), patents, utility models, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other similar proprietary rights that may exist anywhere in the world.
1.7 'Minimum Term' means the minimum term as defined in Clause 7.
1.8 'Fees' includes the cost of Services as specifically agreed between Augmentum Digital and the Client including, but not limited to the Fees as noted in any Quotation; or in the absence of any prior agreement, the amount set by Augmentum Digital, which may be subject to change from time to time.
1.9 'Quotation' means any order form, quotation, work authorisation or any other form of quotation as provided to the Client by Augmentum Digital whether in hard copy or electronic form.
1.10 'Augmentum Digital' means Augmentum Digital Pty Ltd ACN 612 059 784 or any heir, executor, administrator, successor or assignee of Augmentum Digital Pty Ltd.
1.11 'Services' means all Google Ads and Meta Advertising services supplied by Augmentum Digital to the Client and includes any advice or recommendations or work as described in Clause 5 of these terms.
1.12 'Successive Term' means the Successive Term as defined in Clause 8.
1.13 'Supplier' includes any individual, company or agent that provides Goods and/or Services to Augmentum Digital.
1.14 Acceptance Date: Date Client accepts Quotation.
1.15 ACL: Australian Consumer Law under Competition and Consumer Act 2010 (Cth).
1.16 Ad Platforms: Google Ads and Meta Platforms (e.g., Facebook, Instagram).
1.17 Agreement: These terms and Quotation.
1.18 Anniversary Date: For monthly: same date monthly from Start Date; for quarterly: every 3 months.
1.19 Client Provided Materials: Materials/data supplied by Client (e.g., website content, logos).
1.20 Confidential Information: Non-public business info, strategies, etc.
1.21 Ad Platform Fees: Spend on Google Ads/Meta (e.g., click costs).
1.22 Intellectual Property: Copyrights, trademarks, know-how, etc.
1.23 Interest Rate: 2% above CBA variable business loan rate.
1.24 Meta Platforms: Meta's advertising services (Facebook, Instagram).
1.25 SEM Standards Policy: Augmentum Digital's Search Engine Marketing Policy (provided separately).
1.26 Start Date: Commencement date in Quotation.
1.27 Term: Period in Quotation (e.g., 12 months minimum).
2.1 If any supply by Augmentum Digital is subject to Goods and Services Tax ("GST"), the Client must, unless the price expressly states that GST is included, pay the relevant GST amount in addition to the specified price.
2.2 The Client shall reimburse Augmentum Digital for all taxes, excises, duties or other charges that Augmentum Digital may be required to pay to any Government or Statutory authority (Local, State or Federal) upon Goods or Services or related to the sale, production, transportation or delivery of Goods or Services.
3.1 All Quotations / Contracts supplied by Augmentum Digital are valid for 7 days from the date the Quotation is provided.
3.2 Any estimate or Quotation does not constitute an offer by Augmentum Digital and may be altered or withdrawn without notice.
3.3 A Quotation will only become binding on Augmentum Digital once Augmentum Digital has provided notice in writing to the Client that Augmentum Digital has accepted the Client's order.
3.4 Augmentum Digital shall be provided with full access to any Ad Platform accounts, computers, programs, passwords, access codes or any other access, information or material it requires in order to carry out a Quotation (if required).
3.5 Augmentum Digital shall be entitled to vary any Quotation previously provided to the Client if:
3.5.1 the Client provides incomplete or inaccurate information preventing Augmentum Digital from providing an accurate Quotation;
3.5.2 the Client varies the order in any way;
(a) The Client must pay the Fees as agreed: (i) monthly in advance (first payment due on the Start Date, then on each Anniversary Date).
(b) Invoices for Fees will be issued on or before the Anniversary Date. payable net within 7 days of the Anniversary Date, unless otherwise agreed.
(c) Invoices paid in advance are non-refundable, except as required by law (e.g., pro-rata refunds for unused Services under ACL).
(d) If invoices are not paid in full per clause 3(a), Augmentum Digital may, at its discretion: (i) charge interest at the Interest Rate from the due date; (ii) recover collection costs (including debt agency and solicitor fees on a full indemnity basis); or (iii) if the Term is less than three (6) months, charge a cancellation fee equal to one month's service fee (unless waived in writing).
(e) For Ad Platform Fees (e.g., Google Ads or Meta spend), the Client must provide and maintain their own valid credit card or payment method directly with the relevant Ad Platform and authorise the platform to charge it for all ad spend. Augmentum Digital will not handle or charge Ad Platform Fees unless explicitly agreed and confirmed in writing via email by Augmentum Digital, in which case a 5% administration surcharge (exclusive of GST) will apply to the total monthly ad spend to cover processing and financing costs, invoiced monthly and payable within 14 days.
(f) If invoices are unpaid per clause 3(a), Augmentum Digital may, without liability: (i) suspend Services; (ii) pursue legal recovery of amounts and costs; or (iii) vary the Quotation.
(g) The Client authorises Augmentum Digital to act as its agent for managing and spending Ad Platform Fees (e.g., Google Ads or Meta spend) up to the agreed budget. Over-spend beyond the agreed budget may occur due to platform algorithms, automated bidding, or other factors beyond Augmentum Digital's reasonable control, including but not limited to AI-driven features such as Google Ads AI (e.g., Smart Bidding, Performance Max) or Meta Advantage+ campaigns. Augmentum Digital is not liable for any such over-spend unless caused solely by its negligence. Advertising spend will be set up directly with the platform utilising the Client's payment method directly. The Client must notify Augmentum Digital in writing within 7 days of an invoice if it disputes any amount, providing reasons; otherwise, the invoice is deemed accepted and payable in full.
(h) Ad Platform Fee Surcharge: If a separate agreement is in place whereby Augmentum Digital pays Ad Platform Fees on the Client's behalf, a 10% administration surcharge (exclusive of GST) will apply to such Fees to cover processing and financing costs. These surcharged Fees will be invoiced to the Client fortnightly in advance and are payable within 7 days of ads going live or the invoice date, subject to the same terms as other Fees under this Agreement.
(i) Fees cannot be allocated to specific ads, keywords, or audiences; they apply at the overall campaign level.
(a) Subject to payment of Fees, Augmentum Digital will commence Services on the Acceptance Date unless otherwise agreed in writing. Commencement does not constitute ads going live; it includes the commencement of the work to set the ads live.
(b) Dates in the Quotation for delivery or completion are estimates only. Augmentum Digital will use best endeavours to meet them but does not guarantee them.
(c) If no timeframe is specified, Services will be performed in a commercially reasonable period.
(d) Augmentum Digital will notify the Client of any anticipated delays as soon as practicable.
(e) If Services are delayed beyond the Quotation dates, the Client has no claim for damages (liquidated or otherwise), except as required by ACL.
(a) Augmentum Digital will provide Services: (i) per this Agreement; (ii) with due care and skill to acceptable quality (as guaranteed under ACL); (iii) based on Client Provided Materials; (iv) using best practices; (v) per the SEM Standards Policy and other relevant policies; (vi) per Ad Platform terms (e.g., Google Ads Policies, Meta Advertising Standards); and (vii) subject to Augmentum Digital's right to refuse any advertiser or campaign acting reasonably.
(b) Preconditions to Services: (i) the Client must have a functional website or landing page; (ii) provide current contact details; (iii) supply relevant business information; (iv) ensure the website meets Ad Platform content/operational standards (Augmentum Digital may reasonably edit Client copy, keywords, or ads, or suspend listings for breaches); and (v) suspend existing Ad Platform accounts (self-managed or via agents) to avoid conflicts.
(c) For third-party content on the Client's website, the Client warrants all necessary approvals and consents.
(d) The Client may suspend Services for up to 90 days by written notice. Management Fees continue, but Ad Platform Fees are paused, and any unused advance Fees will be pro-rated and refunded.
(e) Augmentum Digital will provide monthly performance reports (e.g., via Google Ads or Meta dashboards), including key metrics such as impressions, clicks, click-through rate (CTR), cost-per-click (CPC), conversions, and return on ad spend (ROAS), subject to platform data availability.
(f) Augmentum Digital may subcontract Services (per Clause 13).
(g) Ad Account Ownership and Transition: The Client owns all Ad Platform accounts. Augmentum Digital requires manager-level access to perform Services and will not alter ownership. On termination, Augmentum Digital will revoke its access, provide final reports, and assist with handover (e.g., exporting ad data) at no extra cost.
(i) If any payment (e.g., direct debit or cheque) is dishonoured, the Client must pay an Administration Fee (as notified by Augmentum Digital from time to time) to cover costs incurred.
The Client acknowledges: (a) no guarantee of outcomes (e.g., increased leads, ROI, or rankings); (b) Services rely on Client Provided Materials, and discrepancies may affect results; (c) all reliance is at the Client's risk; (d) the Client must independently assess suitability; and (e) Ad Platform algorithms may change without notice.
To the maximum extent permitted by law, including ACL:
(a) Augmentum Digital makes no warranties beyond those in this Agreement.
(b) Augmentum Digital is not liable for: (i) delays in Services; (ii) reliance on outcomes; (iii) loss of business, leads, or rankings; (iv) errors in Client Provided Materials; (v) inability to access Materials; (vi) Force Majeure Events; or (vii) other Service-related claims, including negligence by Augmentum Digital's personnel. Augmentum Digital is also not liable for any suspension or termination of the Client's Ad Platform accounts by the platforms due to the Client's content, IP, or policy violations.
(c) No liability for consequential losses (e.g., lost profits, reputation).
(d) The Client indemnifies Augmentum Digital against claims from Client breaches, IP infringements, or Ad Platform violations in Client materials. Augmentum Digital indemnifies the Client similarly for its breaches.
(e) Compliance with Platform Changes: Augmentum Digital is not liable for Ad Platform policy/algorithm updates (e.g., ad disapprovals), including over-spend resulting from AI-driven features such as Google Ads AI (e.g., Smart Bidding, Performance Max) or Meta Advantage+, but will notify the Client and adjust Services reasonably.
(f) AI Feature Updates: Google or Meta may periodically update or modify their AI-driven advertising features (e.g., automated bidding, audience optimisation, or creative generation tools), which may impact campaign performance, targeting, or spend without prior notice. Such updates are beyond Augmentum Digital's control and do not constitute a breach of this Agreement. Augmentum Digital will not be liable for any resulting effects (e.g., reduced efficiency, unexpected costs, or performance variations) unless caused solely by its negligence, and will notify the Client of known updates and make reasonable adjustments to the campaign where practicable.
To the maximum extent permitted by law, if liability cannot be excluded, Augmentum Digital's liability is limited (at its option) to: (a) re-supplying Services; or (b) paying the cost of re-supply exclusive of all and any ad spend. For ACL guarantees, remedies follow ACL s 63.
(a) Augmentum Digital relies on Client Provided Materials (Client grants a license for Services). No independent verification occurs; inaccuracies may affect Services.
(b) The Client warrants ownership/licensing of IP in Materials, no third-party infringement, and all consents obtained (including Ad Platform compliance).
Services come with non-excludable guarantees under ACL (e.g., due care, skill, fitness for purpose). Where breached, Client remedies are limited to repair/replacement or refund per ACL s 63 (or s 261 for services), except where unworkable. Nothing excludes ACL rights.
(a) Augmentum Digital retains IP in its tools/methods (e.g., ad strategies).
(b) Client retains IP in Provided Materials but grants Augmentum Digital a royalty-free, non-exclusive licence for Services. IP created by Augmentum Digital (e.g., custom ads) is licensed to Client for campaign use only; ownership remains with Augmentum Digital.
Neither party shall solicit the other's employees for 6 months post-termination without written consent.
Augmentum Digital may subcontract Services without consent. It remains responsible for subcontractors' performance to the same standard.
Augmentum Digital is an independent contractor; no agency, employment, or fiduciary relationship arises.
(a) This Agreement commences on the Acceptance Date and continues for the Term, then rolls monthly/quarterly unless terminated.
(b) Either party may terminate with 30 days' written notice (effective anytime, with pro-rata Fees). During notice, Services continue (unless Client elects otherwise), and Fees are pro-rated.
(c) Augmentum Digital may terminate immediately for Client breach (e.g., non-payment).
(d) On termination <6 months, a one-month fee applies unless waived.
(e) Post-Termination: Augmentum Digital will pause campaigns, handover access/reports, and delete Client data per privacy laws. Client remains liable for outstanding Fees/Ad Platform spend.
Each party indemnifies the other against direct losses from its own breach, negligence, or IP/Ad Platform violations, including legal costs on full indemnity basis.
Either party may publicise Services with the other's consent (not unreasonably withheld), subject to review.
Augmentum Digital maintains professional indemnity insurance of at least $1,000,000 for Service errors.
(a) Each party (Receiver) must keep the Discloser's Confidential Information confidential, not disclose to third parties (unless bound by equivalent terms), and use only for this Agreement, without consent. Exceptions: legal requirements or Ad Platform needs.
(b) Client must not disclose Augmentum Digital's processes/software without consent (not unreasonably withheld).
Governed by South Australian law; parties submit to the exclusive jurisdiction of the courts of South Australia.
This Agreement supersedes prior discussions. This Agreement may be executed in counterparts and via electronic signature, each of which shall be deemed an original.
Augmentum Digital may vary terms with 30 days' written notice (reasonable variations only).
If Client is a trustee, it is bound personally and as trustee.
Augmentum Digital may assign without consent/notice. The Client's rights under this Agreement are not assignable or transferrable without Augmentum Digital's prior written consent.
Quotation terms prevail over these if inconsistent. Clerical or typographical errors in the Quotation or Agreement are subject to correction and do not bind Augmentum Digital.
Augmentum Digital complies with the Privacy Act 1988 (Cth) and Australian Privacy Principles. Client authorises data sharing with Ad Platforms for Services. Personal data will be handled securely; on request/termination, provided in export format. Breaches will be notified per law.
Disputes must first be attempted to be resolved via mediation (e.g., under LEADR). If unresolved, proceed to court.
Notices must be in writing: email (to addresses in Quotation) or post. Deemed received: email (next business day), post (3 days).
Invalid provisions are severed; remainder effective. No waiver unless written.
Following termination or expiration of this Agreement, the following clauses shall survive: Clauses 3 (Fees, to the extent of unpaid amounts), 11 (Intellectual Property), 16 (Indemnity), 19 (Confidentiality), 26 (Data Protection and Privacy), and 29 (Severance and Waiver).
