hello@augmentumdigital.com.au
1300 429 530 | 1300 428 530
The following conditions, provisions and terms ('Terms and Conditions') govern the relationship between Augmentum Digital Pty Ltd and the Customer in connection with any Contract and/or the supply of Services.
1.1. 'Commencement Date' means the commencement of the Services as set out in any Quote.
1.2. 'Contract' means all contracts entered into between Augmentum Digital and the Customer.
1.3. 'Customer' means the customer identified on any order form, quotation, work authorisation or other form as provided by Augmentum Digital to the Customer, including any person acting as agent or purporting to act as agent of the Customer.
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 and any other cause, event or circumstance which is not reasonably within the control of either Augmentum Digital or the Customer.
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. Price' includes:
1.8.1. The cost of Services as specifically agreed between Augmentum Digital and the Customer including, but not limited to the Price as noted in any Quote; or
1.8.2. 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. 'Quote' means any order form, quotation, work authorisation or any another form of quotation as provided to the customer 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 services supplied by Augmentum Digital to the Customer 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.
2.1. If any supply by Augmentum Digital is subject to Goods and Services Tax ( GST ), the Customer must, unless the price expressly states that GST is included, pay the relevant GST amount in addition to the specified price.
2.2. The Customer 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 Quotes supplied by Augmentum Digital are valid for seven (7) days from the date the Quote is provided.
3.2. Any estimate or Quote does not constitute an offer by Augmentum Digital and may be altered or withdrawn without notice.
3.3. A Quote will only become binding on Augmentum Digital once Augmentum Digital has provided notice in writing to the Customer that Augmentum Digital has accepted the Customer's order.
3.4. Augmentum Digital shall be provided with full access to any site, computers, programs, passwords, access codes or any other access, information or material it requires in order to carry out a Quote (if required).
3.5. Augmentum Digital shall be entitled to vary any Quote previously provided to the Customer if:
3.5.1. the Customer provides incomplete or inaccurate information preventing Augmentum Digital from providing an accurate Quote;
3.5.2. the Customer varies the order in any way;
3.5.3. Augmentum Digital experiences delays in providing the Services by virtue of any action or inaction on the part of the Customer where such delay is in excess of seven (7) days from the commencement date specified in the Quote or if no such date is specified, then seven (7) days from the date on which the Customer accepts the Quote;
3.5.4. at the Customer's request, Augmentum Digital agrees to provide additional Services at any time after acceptance of the Quote by the Customer;
3.5.5. Augmentum Digital experiences price increases from any suppliers in acquiring any Services required in respect of providing the Services to the Customer after the date on which the Quote is accepted by the Customer;
3.5.6. the Customer is in breach of its obligations as set out in these Terms and Conditions causing Augmentum Digital to incur loss for any reason directly or indirectly; and
3.5.7. any cause beyond Augmentum Digital's control causes the necessary variation
4.1. All orders are accepted and the Services will be supplied only upon and subject to these Terms and Conditions.
4.2. Any order placed by the Customer, whether orally or in writing, shall constitute an offer to contract upon these Terms and Conditions and no variation, whether contained in the Customer's order or otherwise shall apply unless the same is accepted and agreed to in writing by an officer of Augmentum Digital authorised to sign on its behalf.
4.3. No order shall be binding on Augmentum Digital unless and until accepted or confirmed in writing by Augmentum Digital
5.1. Means the provision of search engine optimisation services to Customers, this includes, but is not limited to the following:
5.1.1. Generating key words and phrases in search engines which may act to assist with a website's discoverability;
5.1.2. Performing an initial site audit to understand the issues the Customer's site faces;
5.1.3. Performing a competitor's advantage audit and strategise unique search engine optimisation and placement strategy in an attempt to achieve top ranking for the Customer's website;
5.1.4. Optimisation of the content on the Customer's website so that the Customer's website has the appropriate keyword density as well as easy to understand and descriptive language that speaks to the Customer's target audience;
5.1.5. Deployment of offsite strategy including thematically relevant link building and guest posting; and
5.1.6. monthly reporting via Google Analytics (only if Customer provides Augmentum Digital access to this service).
6.1. Augmentum Digital shall be provided with full access to any site, computers, programs, passwords, access codes or any other access, information or material it requires in order to carry out all works necessary to provide the Services.
6.2. Augmentum Digital's obligation to supply the Services is subject always to the availability of labour, supply/materials, plant, equipment and services making up, or necessary for, the supply of the Services.
6.3. Dates specified in any Quote for delivery and/or completion of the Services are estimates only. Augmentum Digital will use all reasonable endeavours to deliver the Services by dates specified in the quotation but does not warrant that such delivery date will be met.
6.4. The Customer may not reject the Services on account of Augmentum Digital's inability to comply with dates specified in any Quote.
The Customer agrees and acknowledges that it will be bound by a minimum term of six (6) months in relation to the Services unless save and except where another minimum term is nominated by Augmentum Digital in writing on any Quote or order form
Following the Minimum Term, all Contracts and/or Services the subject of these Terms and Conditions shall continue on a perpetual basis at the end of each thirty (30) day period for a successive thirty (30) day term unless the Customer provides a minimum thirty (30) days written notice of its intention not to continue with any Contracts and/or Services the subject of these Terms and Conditions and in accordance with Clause 13
9.1. The Customer agrees to pay for the Services relating to the Minimum Term up front before any work is conducted in relation to the Services. This upfront payment will be non refundable.
9.2. At the expiry of the Minimum Term and in any Successive Term the Customer's account will revert to a monthly perpetual billing cycle, which will continue until the Customer gives notice in accordance with Clause (clause 13) and be payable by direct debit in advance for the relevant monthly period.
9.3. Save as herein expressly provided above, for all other invoices issued to the Customer by Augmentum Digital unless otherwise specifically negotiated and agreed, any such invoices are payable net, not later than seven (7) days from the date that Augmentum Digital issued the invoice to the Customer.
9.4. If payment is not received in accordance with these terms all work and provision of Services will cease until such time that payment is received and recommencement of the provision of Services will be at the sole discretion of Augmentum Digital.
9.5. If payment has not been received in accordance with these terms after thirty (30) days, this will result in termination of the Services. Cancelled accounts may not be able to be reactivated and any account history or information may not be retrievable.
9.6. Augmentum Digital reserves the right to change the Price in the event of a variation from the plan of scheduled Services as agreed upon or noted in any Quote (including but not limited to any variation as a result of additional work required due to unforeseeable circumstances or as a result of increases to Augmentum Digital in the cost of third party services and labour).
9.7. The Customer shall notify Augmentum Digital in writing within seven (7) days of an invoice being rendered by Augmentum Digital to the Customer if the Customer considers the invoice to be incorrect or invalid for any reason together with the reasons for any withholding of payment, failing which the Customer shall raise no objection to any such invoice and shall make full payment of the said invoice.
9.8. Augmentum Digital may, its absolute discretion, seek and recover from the Customer and the Customer agrees to pay:
9.8.1. Interest on all overdue invoices at a rate of interest two precent (2%) per cent per annum greater than the rate charged from time to time by the Commonwealth Banking Corporation on overdraft accounts.
9.8.2. Any costs, fees or expenses incurred in collecting or attempting to collect any amounts that are not paid by the Customer by the due date and/or costs, fees or expenses incurred by Augmentum Digital in exercising any other rights, powers or remedies, including but not limited to debt collection agency's expenses and solicitor's fees on a full indemnity basis.
9.9 Amounts received by Augmentum Digital may be applied first against interest, charges and expenses before being applied to any outstanding invoices.
9.10. The Customer shall be liable for, and expressly undertakes to pay, all fees (including an Administration Fee in an amount to be set from time to time by Augmentum Digital) for all costs incurred as a result of any cheque or electronic banking transaction being dishonoured for whatever reason.
9.11. If the Customer has provided direct debit details to Augmentum Digital, it consents and agrees to Augmentum Digital using those direct debit details to pay any accounts including those accounts that have been outstanding for more than fourteen (14) days
10.1. The Customer acknowledges and agrees that:
10.1.1. If the Customer fails to give Augmentum Digital notice of any non-complying aspect of, or defects in, the Services within seven (7) business days of Delivery, Augmentum Digital will be deemed to have fully discharged its obligations under these Terms and Conditions;
10.1.2. Augmentum Digital will, upon being deemed to have fully discharged its obligations under these Terms and Conditions, be released from any and all liability in respect of the Services supplied save for the continuing operation of any warranty expressly given under these Terms and Conditions;
10.1.3. Augmentum Digital shall not be liable to compensate the Customer for any delay in rectifying any fault in the Services or in properly assessing the Customer's claim.
10.1.4. Augmentum Digital is not liable to compensate the Customer where the defect or damage is caused by or arises through:
10.1.4.1. A failure on the part of the Customer to follow any instructions or guidelines provided by Augmentum Digital or a third party; or
10.1.4.2. The continued use of any Services after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user.
10.2. The Customer may not assert any right of set off, counterclaim or abatement in respect of alleged defects concerning the Services and must pay all amounts due under these Terms and Conditions in full to Augmentum Digital before pursuing any remedial or rectification claims.
11.1. Augmentum Digital warrants that Services supplied will be of acceptable quality and that the Services shall be performed with due care and skill.
11.2. Augmentum Digital does not warrant or guarantee the Customers website will appear on the first page of any designated search engines within an agreed period of time after the Commencement Date.
11.3. Augmentum Digital is not responsible for changes made to a Customers website by any other parties which may have an adverse effect to any search engine rankings of the Customer's website or cause the Customer to be penalised in any way by any third party.
11.4. Augmentum Digital is not responsible for the Customer overwriting Augmentum Digital's work to the Customers website.
11.5. Where the Services being provided require, Augmentum Digital will liaise with the relevant web agency, hosting company or other third party in order to provide the Services. Augmentum Digital shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Augmentum Digital breaching its obligations under these Terms and Conditions.
11.6. All other warranties, liabilities and obligations imposed under statute are expressly excluded but only to the extent that this exclusion does not contravene the Australian Consumer Law or cause any part of these Terms and Conditions to be void.
11.7. In the event of defects in the Services supplied being identified within the period specified in Clause 10 above, Augmentum Digital's liability in respect of Services is limited to:
11.7.1. Supplying the Services again; or
11.7.2. The cost of having the Services supplied again, whichever Augmentum Digital elects to do in its absolute discretion.
11.8. To the maximum extent permitted by law:
11.8.1. Augmentum Digital will not be liable to the Customer or any other person or third party in respect of any consequential or other loss or damage (including loss of profit, loss of income, loss of rental, loss of production, loss of actual or potential business opportunity or loss to reputation or any penalty that may be imposed on the Customer) arising directly or indirectly from the performance or non-performance of the Services, their use or misuse, or provision of Services under these Terms and Conditions;
11.8.2. Augmentum Digital's liability arising out of or in connection with these Terms and Conditions whether under the law of contract, in tort, in equity under statute or otherwise shall be limited in aggregate to an amount equal to the Price of the Services payable by the Customer;
11.8.3. Augmentum Digital shall not be liable to the Customer for any statements, representations, guarantees, conditions or warranties not expressly contained in these Terms and Conditions
11.8.4. The Customer warrants that all Services supplied to the Customer are for commercial purposes only and Augmentum Digital reserves the right to remove any infrastructure during or after completion of contract, accordingly, the provisions of the National Credit Code will not apply.
11.9. The Customer agrees to indemnify and forever hold harmless Augmentum Digital, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including legal fees, arising out of the Services or the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Customer or the linkage of any advertisement to any other material.
12.1. All materials, documentation, computer programs, inventions (whether or not patentable), pictures, audio, video, artistic works and all other works of authorship including all worldwide rights. Therein under patent, copyright, design right, trade secret or other property right created or developed by Augmentum Digital in providing the Services ( the Intellectual Property ), shall belong to and remain the property of Augmentum Digital.
12.2. Save and except for any confidential information provided by the Customer, which the Customer shall identify in advance in writing to Augmentum Digital, Augmentum Digital shall not be obliged to return any artwork or other material supplied by the Customer to Augmentum Digital for the provision of Services. Augmentum Digital reserves the right to charge a fee proportionate to the time and costs they incur in having to return any information under this clause.
12.3. The Customer shall retain title to and all IP Rights in any pre-existing intellectual property which is submitted by the Customer to Augmentum Digital for the performance of the Services.
12.4. For all Intellectual Property provided to Augmentum Digital in the provision of Services, the Customer hereby warrants:
12.4.1. They own the intellectual property rights in that content;
12.4.2. That content does not infringe the intellectual property rights of a third party;
12.4.3. That content is not fraudulent, stolen, or otherwise unlawful;
12.4.4. That content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);
12.4.5. That content is not defamatory, unlawfully threatening or unlawfully harassing; and
12.4.6. That content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.
12.5. Augmentum Digital reserves the right to refuse any content it considers to be in contravention with any of the above statements
13.1. Augmentum Digital may cancel the delivery of Services at any time before Delivery by giving notice to the Customer by any means.
13.2. Augmentum Digital shall not be liable for any loss or damage, including any consequential loss or damage, arising from such cancellation referred to above in Clause 13.1.
13.3. If a Customer chooses to cancel prior to the expiry of the Minimum Term, the Customer will be required to pay for the Services for the entire Minimum Term. For service cancellation after initial contract period: 30-days notice must be given. The Customer will be responsible for any remaining fee cycle in that period of time.
13.4. In the event that the Customer cancels delivery of Services, the Customer shall be liable for any costs incurred by Augmentum Digital up to the time of the cancellation including, but not limited to, any costs incurred by Augmentum Digital.
13.5. If the Customer breaches any of its obligations to Augmentum Digital, Augmentum Digital may without prejudice to any further or other claims or rights which Augmentum Digital may have, immediately cancel any uncompleted order or to cancel or suspend the provision of Services, immediately demand payment for any provision of services already made and retain any payments made for incomplete any Services.
13.6. Augmentum Digital shall also have, without prejudice to any further or other claims or rights which Augmentum Digital may have, immediately cancel any uncompleted order or to cancel or suspend provision of Services, immediately demand payment for any Services already provided already upon any of the following events taking place:
13.6.1. If the Customer is an individual or a sole trader, the Customer commits an act of bankruptcy, insolvency, goes into administration, has a liquidator, manager or receiver appointed, or the Customer has judgment signed against them ( a default event ); or
13.6.2. A default event occurs in respect of any director of a Customer that is trading as a company or any resolution or petition to wind up the Customer is passed or presented, other than for the purposes of a scheme of reconstruction or amalgamation (previously approved in writing by Augmentum Digital); or
13.6.3. A default event occurs in respect of any Customer who is incorporated body or any resolution or petition to wind up the Customer is passed or presented, other than for the purposes of a scheme of reconstruction or amalgamation (previously approved in writing by Augmentum Digital); or
13.6.4. A default event occurs in respect of any partner of a Customer that is trading as a partnership
14.1. The Customer will provide Augmentum Digital with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Augmentum Digital may request, including, but not limited to, providing passwords, source code and other statistical, diagnostic information and other relevant information required to enable Augmentum Digital to comply with its obligations under these Terms and Conditions and in relation to the provision of Services.
14.2. The Customer acknowledges that no refunds are available once work has commenced on the Services and additional requests for refunds will require management review. For the avoidance of doubt any upfront fees paid are non-refundable during any Minimum Term or Successive Term.
14.3. Augmentum Digital may be required to make changes to or update a Customer s website prior to written or verbal consent from the Customer, stating that Augmentum Digital have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made
14.4. The Customer acknowledges that search engine optimisation is governed by many factors which are outside the direct control of Augmentum Digital. Search engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which Augmentum Digital have no control. Augmentum Digital will use best efforts, techniques and accepted standards to improve the Customers Search Engine Ranking but cannot guarantee any specific ranking of a Customers website on any major Search Engine. The Customer further acknowledges that its website s ranking with a particular Search Term will rely on both the relevancy of that term on its pages, and the popularity of that term on other websites.
14.5. The Customer further acknowledges and understands that its website's rankings may go backwards. The Customer agrees if this were to happen, no liability will be on Augmentum Digital and no refunds or discounts will be given
15.1. The Customer acknowledges and agrees that the Terms and Conditions take precedence over any terms or conditions which may be contained in any document provided by the Customer.
15.2. Augmentum Digital may vary the Terms and Conditions, any credit limits, or suspend any credit facility from time to time by notice given to the Customer by any means. Unless or except specifically excluded herein, Augmentum Digital retains any rights and remedies available in any prior or pre-existing agreement.
15.3. Prices are subject to change without notice.
15.4. No person acting or purporting to act on Augmentum Digital's behalf has the authority to make any promise, representation or undertaking or to add to or change in any way these Terms and Conditions except expressly in writing.
15.5. The warranties, rights and remedies of the Customer as outlined in the Competition & Consumer Act 2010 are not intended to be compromised as a result of anything contained in these Terms and Conditions, except to the degree permitted by the Act.
15.6. Any request by the Customer for the supply of Services shall constitute acceptance of these Terms and Conditions.
15.7. The Customer acknowledges that where the Customer consists of more than one party or entity, liability shall be joint and several.
15.8. The Customer hereby charges in favour of Augmentum Digital all its estate and interest in any lands and in any other assets, whether tangible or intangible, freehold or leasehold, in which it now has any legal or beneficial interest in or in which it later acquires any such interest with payment of all monies owed by the Customer and consents to the lodging by Augmentum Digital of a caveat(s) or liens which note its interest in or over any such land or other caveatable or chargeable property.
15.9. Clerical errors are subject to correction and do not bind Augmentum Digital.
15.10. The Customer s rights under the Terms and Conditions are not assignable or transferrable.
15.11. Augmentum Digital shall not be liable for any breach of any provision of any contract between them and a Supplier or Customer arising from a Force Majeure Event or any other cause that is or was beyond the reasonable control of Augmentum Digital.
15.12. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of the remaining provisions.
15.13. The Customer acknowledges that all orders placed with Augmentum Digital by the Customer are made relying solely upon the Customer's own skill and judgment.
15.14. The failure by Augmentum Digital to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect Augmentum Digital's right to subsequently enforce that provision
16.1. If any provision of these Terms and Conditions is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and Conditions and these Terms and Conditions will otherwise remain in full force
Any Contract and/or Services the provision of which is subject to these Terms and Conditions shall be subject to the exclusive Jurisdiction of the laws of the State of South Australia, Australia. The parties submit all disputes arising between them to the courts in the State of South Australia and in any court in the said state competent to hear appeals from those courts of first instance.
These Terms and Conditions are the entire agreement between the parties regarding the use of or purchase of any Services and supersedes all previous negotiations, commitments and agreements about Services
