Terms and Conditions
These terms and conditions (Terms & Conditions) shall govern the provision of all goods and/or services by Ailuros Digital. This is a legally binding agreement between you and Ailuros Digital ABN 26 378 507 358 (hereinafter “Ailuros Digital”). By becoming an Ailuros Digital Client, you agree to be legally bound by the terms and conditions set forth in this Agreement.
1.TERMS OF AGREEMENT
1.1 An Agreement in respect of any Work or proposed Work shall constitute the entire agreement between Ailuros Digital and the Client in respect of such Work or proposed Work and shall supersede any prior written or oral agreements, arrangements or understanding between the parties relating to such Work or proposed Work.
1.2 In the event of any inconsistency in an Agreement between these Terms & Conditions and a relevant Proposal, the terms of the Proposal shall prevail to the extent of the inconsistency.
1.3 In the event of any inconsistency between these Terms & Conditions and any terms of trade or ordering customarily adopted by the Client (including the terms of any order form used by the Client) these Terms & Conditions shall prevail.
1.4 Any amendment to any part of these Terms & Conditions, a Proposal or any Contractual Agreement must be made in writing.
2.1 Unless otherwise stated in writing, prices for Work or proposed Work contained in any Proposal or Work Instructions are exclusive of GST.
2.2 Prices for Work or proposed Work contained in any Proposal or Work Instructions shall be taken to be an estimate unless they are stated to be a quotation.
2.3 Prices contained in quotations are valid for 90 days; however, Ailuros Digital may amend a quotation prior to acceptance in the event of any increase in the cost of relevant products or services supplied by third parties.
2.4 In the event of any increase in the cost of relevant goods or services supplied by third parties after acceptance of a quotation by the Client Ailuros Digital may pass that increase on to the Client.
2.5 Ailuros Digital may outsource to third-party suppliers the supply of certain goods or services (for example photography, printing, advertising, and manufacturing). The price charged by Ailuros Digital to the Client in relation to these goods and/or services may exceed the price of supply negotiated by Ailuros Digital with the original manufacturer or supplier of the products and/or services.
3. INVOICING AND PAYMENT
3.1 Unless otherwise agreed in writing in a relevant Proposal or Work Instruction, Ailuros Digital may issue invoices to the Client:
(b) upon the completion of a relevant item of Work Product
3.2 Where any invoiced amount is not paid on or before its due date for payment, Ailuros Digital will charge an administrative late fee each 7 days after the stipulated due date. Such accrued interest must be paid by the Client to Ailuros Digital upon demand by Ailuros Digital.
3.3 The Client shall be responsible for all legal and collection costs of Ailuros Digital incurred in relation to overdue invoices.
3.4 Charges not paid by the due date for any reason might result in a suspension of Services until full payment is received.
3.5 The Client acknowledges that any unpaid invoices can be sent to a collection agency after 2 months.
3.6 If the Client provides Ailuros Digital with their credit card information, the Client authorises Ailuros Digital to automatically charge their credit or debit card for charges that apply to the Client’s account.
4. TITLE, POSITION, AND RISK
4.1 Ownership of and title in Work Product remains with Ailuros Digital until Ailuros Digital receives payment of all amounts due in respect of that Work Product (notwithstanding any earlier delivery to, or possession by, the Client of such Work Product).
4.2 Unless otherwise specified in writing in a relevant Proposal or Work Instruction, or unless Ailuros Digital has agreed to grant credit terms to a relevant Client, Ailuros Digital may retain possession of any Work Product until it has received payment in full for such Work Product.
5. TIME AND QUANTITIES
5.1 Delivery of Work Product shall be made in accordance with any relevant provision in any Proposal or Work Instruction or, if there is no such provision, within a reasonable time.
5.2 Ailuros Digital shall not be responsible for delivery delays resulting from Variations or payment delays by the Client.
5.3 In the event that the Client requires Work to be undertaken on an expedited basis, costs may apply for overtime being worked or other additional costs or expenses being incurred by Ailuros Digital to necessitate such expedited Work
6.1 Ailuros Digital offers internet marketing services that include, but are not limited to: search engine optimisation (hereinafter “SEO”), campaigns for Google AdWords (hereinafter “PPC” or “Pay Per Click”), Facebook and other social media advertising and social media management.
6.2 SEO Services:
(a) Ailuros Digital provides SEO services to the Client for mutually agreed keywords and prices as agreed between the parties before the commencement of this Agreement.
(b) Ailuros Digital and its SEO service provide no guarantee of any nature to the client, with respect to search engine rankings, positioning and the resultant demand for, or sales of, the client’s products or services.
6.3 Google Adwords (PPC) Services:
(a) Ailuros Digital provides PPC services to the Client for mutually agreed ads and keywords and the price is as agreed between the parties before the commencement of this Agreement.
(b) Ailuros Digital and its PPC service provides no guarantee of any nature to the client, with respect to cost per click, ad positioning, click through rate, overall ad performance and the resultant demand for, or sales of, the clients products or services.
6.4 Social Media Services:
(a) Ailuros Digital provides social media services to the Client for mutually agreed social media networks (the Client’s profile pages) for a mutually agreed price as agreed between the parties
(b) Ailuros Digital and its social media service provides no guarantee of any nature to the client, with respect to cost per click, ad positioning, click through rate, overall ad performance, post engagement, audience growth and the resultant demand for, or sales of, the client’s products or services.
6.5 The Client authorises Ailuros Digital to appoint third party agents and or contractors from time to time to assist in the provision of the Services under this Agreement.
7. ELECTRONIC STORAGE
7.1 Unless otherwise agreed in writing, Ailuros Digital shall have no responsibility to archive, store or otherwise maintain a record of Work Product once that Work Product has been delivered to the Client. In the event that, notwithstanding the above, Ailuros Digital is asked to search for and, if found, re-supply such a record to the Client, Ailuros Digital will have the right to charge for such services.
7.2 If Ailuros Digital is provided with data on storage devices by the Client, Ailuros Digital will assume that such storage devices contain duplicate copies of material stored elsewhere and shall accept no responsibility for the loss of data which may occur during the handling of such storage devices.
8. WARRANTIES AND LIMITS OF LIABILITY
8.1 Ailuros Digital expressly disclaims any and all warranties regarding or related to this agreement other than those imposed by statute under the laws of the Commonwealth of Australia or Western Australia.
8.2 Ailuros Digital makes no warranty or representation:
(a) as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed;
(b) for any specific result on any search engine;
(c) as to the quantity or quality of increased traffic or sales to the Client’s Website; or
(d) as to Client Website’s ranking. In particular, the Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.
8.3 While Google’s results are displayed on other search engines, Ailuros Digital’s Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and Ailuros Digital is not responsible for the client’s rankings due to this algorithm change. Ailuros Digital will endeavour to maintain the Client’s Google rankings, but the Client acknowledges that Ailuros Digital is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus, if the Client has had any previous search engine optimisation work carried out on their website by another SEO organisation, Ailuros Digital is not responsible for the Client’s ranking fluctuations that may have been caused by this previous SEO work.
8.4 The Client acknowledges and agrees that:
(a) the information available on or through the Client’s Website following the application of the Services is not reviewed, controlled or examined by Ailuros Digital in any way before it appears on Client’s Website;
(b) Ailuros Digital does not endorse, verify or otherwise certify the contents of any such information; and
(c) The Client remains at all times legally responsible for the content of the Client’s Websites (including in connection with infringement of intellectual property rights of any other party).
8.5 Ailuros Digital does not warrant or guarantee that:
(a) any information available on or through Ailuros Digital will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or
(b) that the functions or services performed by Ailuros Digital or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.
8.6 The Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems.
8.7 The Client remains the owner of any content created by Ailuros Digital on the Client’s social media profiles or the Client’s website. The Client remains responsible for all content on the Client’s website or the Client’s social media networks such as Facebook, Twitter, Google Plus, LinkedIn, Instagram, Pinterest and other social media networks belonging to the Client or Google AdWords.
(a) If Ailuros Digital makes any changes to the Client’s website or Google AdWords, the Client remains responsible for checking the content and for correcting it if it is necessary.
(b) Ailuros Digital does not guarantee any conversion rates or specific numbers of clicks and spend related to SEO, Google AdWords and social media services.
(c) If Ailuros Digital makes any posts or uploads content or makes any changes to the Client’s social media networks such as on Facebook, Google Plus and Twitter, LinkedIn, Instagram, Pinterest, the Client remains responsible for checking the content and for correcting it if it is necessary.
(d) By providing access to the Client’s social media networks, the Client allows Ailuros Digital to read and respond to any messages or posts made on the Client’s social media networks.
8.8 The Client agrees to share the Client’s website URL, keywords used for SEO purposes, website design, and/or social media profile URLs created/or managed by Ailuros Digital on Ailuros Digital marketing materials (such as websites, proposals, and portfolio examples), unless the Client instructs otherwise.
9.1 The Client shall indemnify and hold harmless Ailuros Digital from and against all claims, damages, costs (including without limitation legal costs on a full indemnity basis), losses, liabilities and expenses caused by the Client’s acts, omissions, negligence, breach of duty, breach of contract or breach of these terms and conditions.
9.2 This indemnity survives termination of this Agreement.
10.1 If any provision in these Terms & Conditions, or if the application of any such provision to any person or circumstances, is invalid or unenforceable, the remaining provisions of these Terms are not affected and each such remaining provision is valid and enforceable to the fullest extent permitted by law.
11. FORCE MAJEURE
11.1 Work may be suspended or cancelled by Ailuros Digital in the event of any strike, lockout, trade dispute, fire, tempest, breakdown, riot, theft, crime, civic disturbances, war, legislation, Act of God, the inability of Ailuros Digital to procure necessary materials or articles or any other cause beyond the control of Ailuros Digital and no responsibility will be attached to Ailuros Digital for any delay, loss or damage occasioned thereby
12. GOVERNING LAW
12.1 This Agreement is governed by the laws of Western Australia. The Client submits to the nonexclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.
13.1 If at any stage during the term of the agreement you inform us that you wish to vary or alter any of the terms contained in the agreement, we reserve the right to vary the amount of fees payable.
13.2 In the event that you require the provision of any services additional to those set out in the initial proposal, we agree to negotiate in good faith to prepare and agree upon terms for the provision of those additional services.
14. TERMINATION OR CANCELLATION OF AGREEMENT
14.1 Either party can cancel this agreement at any stage by providing 30 days’ written notice.
14.2 If the client terminates the agreement before the end of the term, for any reason, the client shall not be entitled to claim back any part of the fees paid to Ailuros Digital, and shall pay any fees due to Ailuros Digital up to the date of cancellation.
14.3 Ailuros Digital shall be entitled to cancel this agreement if the client breaches any of the terms of this agreement or is sequestrated or liquidated, whether provisionally or finally, and shall be entitled to retain any fees incurred up to the termination date on a pro rata basis.
14.4 In the event of the client breaching any of its obligations in terms of this agreement, the client will be liable to pay all reasonable legal costs incurred by Ailuros Digital in relation to that breach.
15. CONFIDENTIAL INFORMATION
15.1 Both parties agree they will not disclose any of the other Party’s confidential information, at any time during or after this agreement. Confidential information, which is give is intended for internal use only in connection with the performance of this agreement and parties will not, in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm corporation or other entity, or use for its own benefit any confidential information.
16. DEFINITIONS AND INTERPRETATION
16.1 In these Terms & Conditions:
“Agreement” means, in respect of any Work or proposed Work:
(a) these Terms & Conditions; and
(b) any applicable Credit Application; and
a. any applicable Proposal
b. any applicable Work Instructions
(a) where a Proposal has been accepted in writing, the person or entity named as the Client in the written acceptance; or
(b) where a Proposal has been impliedly accepted, the person or entity to whom the Proposal was addressed; or
(c) where Ailuros Digital undertakes Work as a result of Work Instructions given by a person or entity who has signed a Credit Application, the person or entity named on the Credit Application; or
(d) where Ailuros Digital undertakes Work as a result of Work Instructions given by a person or entity who has not signed a Credit Application, the person or entity by or on behalf of whom the Work Instructions were given
“Proposal” means any document or documents provided by Ailuros Digital to the Client in respect of proposed Work concerning either or both of:
(a) the scope; and
(b) the price of the proposed Work and either expressly or impliedly accepted by the Client, including any amendments thereto made in writing.
“Work” means any work undertaken by Ailuros Digital for the Client including but not limited to any step in the production of designs, creative concepts, images, written works, digital artwork, digital files, programming code, printed items and/or manufactured items.
“Work Instruction” means a direction given to Ailuros Digital to undertake Work for the Client other than by means of provision and acceptance of a Proposal.
“Work Product” means finished designs, creative concepts, images, written works, digital artwork, digital files, programming code, printed items and/or manufactured items created or produced by Ailuros Digital for a Client (but, for the avoidance of doubt, does not include drafts, interim work, rejected concepts and similar work product not intended to be delivered to the Client)
“Confidential Information” means trade secrets, documentation, files, data, content, intellectual property, materials or other proprietary information. Confidential information may be oral of written.
“Term” means the time over which services will be rendered in the letter of engagement.
“Parties” means Ailuros Digital and the Client.
“Ailuros Digital” means Ailuros Digital ABN 26 378 507 358 trading as Ailuros Digital.
16.2 Whenever in these Terms & Conditions the term “in writing” is used in respect of:
(a) an agreement, it means by document signed by Ailuros Digital and the Client, or by exchange of letter, fax or email or by such other means as are agreed by the parties;
(b) or notice, it means written notice given by means of letter, fax or email.