Terms & Conditions | Ziff Digital

1.0 TERMS OF AGREEMENT

1.1 Agreement
These Terms and Conditions (Terms) and the Proposal we have provided to you (Proposal) govern the provision of all services provided by Ziff Digital (we, us, our) to you (you, your, Client).

1.2 Acceptance
By accepting the Proposal or using the Services, you agree to be legally bound by these Terms. Signing or acceptance of the Proposal (including by electronic or online acceptance) constitutes your acceptance of these Terms.

1.3 Definitions
In these Terms:
- Services means any service provided by us as set out in the Proposal, including website design, graphic design, social media management, paid advertising, hosting, and related services.
- Price means the total price for the Services as specified in the Proposal.
- Proposal means the written document setting out the Services to be provided, pricing, and project specifications.

1.4 Entire Agreement
The agreement between you and Ziff Digital consists of the Proposal and these Terms. If there is any inconsistency between the Proposal and these Terms, the terms of the Proposal shall prevail to the extent of the inconsistency.

1.5 Changes to Terms
We may change these Terms by giving you written notice. If the changes are significant or material, we will give you written notice at least 30 days before the changes take effect.

2.0 SERVICES AND COMPLIANCE

2.1 Use of Services
You agree to use the Services in accordance with these Terms and all applicable laws and regulations.

2.2 Client Obligations
You must:
- Comply with these Terms at all times
- Cooperate with us and provide all information reasonably required for us to provide the Services
- Use the Services only for lawful purposes
- Not post or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable material through the Services

2.3 Website Compliance with Laws
You are responsible for ensuring that your website and any content published through the Services comply with all applicable laws, including privacy laws, data protection regulations, and other regulatory requirements. This includes implementation of cookie consent mechanisms, privacy policies, and compliance with the Privacy Act 1988 (Cth) and other applicable legislation. We may provide guidance on compliance but such assistance does not constitute legal advice.

2.4 Service Delivery
We reserve the right to engage third-party service providers in the delivery of the Services. These partners are carefully selected and managed to ensure quality, confidentiality, and alignment with our service standards. We remain fully responsible for all Services provided.

2.5 Non-Exclusive Services
You acknowledge and agree that we provide the Services to you on a non-exclusive basis and we reserve the right to work with other clients, including those within the same industry or sector. By engaging us to provide the Services, you acknowledge and agree that we may provide services similar to the Services to others, including your competitors.

3.0 PRICES AND PAYMENT

3.1 Payment Structure

(a) Website Design and Graphic Design Services: You will pay an up-front fifty percent (50%) deposit of the Price upon entering into this agreement, and the remaining fifty percent (50%) within 7 days of completion and delivery of the Services.

(b) Other Services: Unless otherwise specified in the Proposal, payment is due within 7 days of the invoice date.

3.2 Scope Changes
If the scope of the Services is increased or decreased, the Price may be proportionately increased or decreased. Any change to the Services and/or Price must be agreed between the parties in writing prior to us undertaking the additional or varied Services.

3.3 Proposal Validity
All Proposals are valid for thirty (30) days only.

3.4 GST
Unless otherwise stated, all Prices are exclusive of GST. Where GST is payable on a supply made under these Terms, you must pay the GST amount in addition to the Price.

3.5 Payment Method
Payment is accepted through EFT (Electronic Funds Transfer) to the bank account details specified in our invoices. Invoice numbers must be referenced in the description of any EFT payments.

3.6 Late Payment
Where an invoiced amount is not paid on or before its due date, we may charge interest on the overdue amount at the rate of 2% per month (24% per annum), calculated daily and compounded monthly, until the overdue amount is paid in full. Any interest must be paid upon demand.

3.7 Recurring Services
For recurring or subscription-based Services, you grant us permission to invoice you in accordance with these Terms and the Proposal. If you have not provided notice of cancellation prior to any renewal date specified in the Proposal, we have the right to invoice you for the renewing amount.

4.0 LIABILITY AND WARRANTIES

4.1 Service Warranty
We warrant that the Services will be performed with reasonable care and skill and will materially conform to the specifications in the Proposal for a period of thirty (30) days from completion of the Services (Warranty Period).

During the Warranty Period, if the Services are proven to be defective, we shall repair such defects at our sole cost, provided that:
- You notify us of the defect in writing within the Warranty Period
- The defect was not caused or contributed to by you, your modifications, third-party software, or third-party hosting environments

4.2 Warranty Exclusions
The warranty in clause 4.1 does not apply to:
- Defects caused by your misuse, negligence, modifications, or failure to follow our instructions
- Third-party software, plugins, themes, or services
- Issues arising from failure to implement recommended updates or security patches
- Any website not hosted by us

4.3 Limitation of Liability
Subject to clause 4.4, our total aggregate liability arising out of or in connection with the Services and/or these Terms will be capped at the Price paid for the Services.

Neither party will be liable to the other party for any special, indirect, consequential, or punitive loss arising out of or in connection with the Services and/or these Terms.

4.4 Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) (ACL) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

Where the ACL applies and we are liable for a failure to comply with a Consumer Guarantee, our liability is limited (at our option) to:
- In the case of services: supplying the services again or payment of the cost of having the services supplied again
- In the case of goods: replacing the goods, supplying equivalent goods, repairing the goods, or payment of the cost of replacing or repairing the goods

4.5 No Guarantees for Search Rankings or Third-Party Platforms
We do not guarantee specific results for search engine rankings, social media reach, advertising performance, or results from any third-party platform. These outcomes are subject to factors beyond our reasonable control, including search engine algorithms, platform policies, market conditions, and content you provide.

5.0 SUSPENSION OR CANCELLATION

5.1 Suspension or Cancellation by Us
We reserve the right to suspend or cancel any part or all of the Services if:
- You do not pay any invoices within thirty (30) days of their due date
- You breach any obligation in these Terms and fail to remedy the breach within 14 days of receiving written notice
- We, acting reasonably, believe you are involved in illegal and/or fraudulent activity
- We, acting reasonably, believe the use of the Services may cause damage or loss to us or any of our third-party suppliers
- You fail to provide the required content by the required date specified in the Proposal, preventing us from completing the Services

5.2 Consequences of Cancellation or Suspension
If the Services are cancelled or suspended under clause 5.1:
- You must pay any owing invoices within the earlier of thirty (30) days from the date the Services are cancelled and the due date for that invoice
- We may delete all information and data held in relation to the Services after ninety (90) days from the date the Services are cancelled
- You release us from any and all claims arising from the cancellation of the Services under these Terms, provided that such cancellation does not limit either party's rights caused by a breach of these Terms or in relation to any claims either party has against the other before the date the Services are cancelled

5.3 Cancellation by Either Party
Either party may cancel the Services by providing at least thirty (30) days' written notice to the other party.

If you have not provided notice of cancellation prior to any renewal dates specified in the Proposal, we have the right to invoice you for the renewing amount.

5.4 Abandonment of Project
If you choose to abandon the development of a website and/or any Services prior to completion, we will not return the initial 50% deposit specified in clause 3.1. Any remaining fees may be requested depending on the status of completion at our reasonable discretion.

5.5 Project Delays Caused by Client
If you cause a delay in the project that extends beyond 30 days from the scheduled milestone or completion date:
- We reserve the right to place the project on hold
- A rescheduling fee equivalent to four (4) hours of work, charged at our current hourly rate, may apply
- If the delay extends beyond 90 days, we may cancel the project and clause 5.4 will apply

6.0 INTELLECTUAL PROPERTY

6.1 Pre-Existing Intellectual Property
Each party retains ownership of all intellectual property it owned prior to entering into these Terms.

6.2 Client-Supplied Materials
You retain ownership of all content, images, trademarks, and materials you provide to us (Client Materials). You grant us a non-exclusive, royalty-free license to use the Client Materials solely for the purpose of providing the Services.

You warrant that:
- You own or have the right to use all Client Materials
- The Client Materials do not infringe any third party's intellectual property rights
- You have obtained all necessary consents to provide the Client Materials to us

6.3 Client Indemnity
You agree to indemnify and hold us harmless against any claims, losses, damages, or expenses (including legal fees) brought against us by any third party for intellectual property infringement arising out of or in connection with Client Materials you supply to us.

6.4 Ownership of Deliverables

(a) Website Design & development Services: Upon full payment of the Price, you own the final website design and custom code delivered to you. We retain ownership of:

Any proprietary frameworks, code libraries, templates, or development tools that we created
Any pre-existing intellectual property, code, or design elements we owned prior to the project

Third-party software, frameworks, plugins, themes, and open-source libraries (such as WordPress, React, Next.js, Tailwind CSS, and similar) remain subject to their respective licenses and are not owned by either party. You receive the files and may use them in accordance with those third-party licenses.

(b) Graphic Design Services: Upon full payment of the Price, you own the final designs delivered in the agreed file formats. We retain ownership of:
- Working files, source files (unless otherwise agreed in writing in the Proposal)
- Any preliminary concepts, sketches, or drafts not included in the final deliverables
- Any requests for changes, revisions, or additional files after completion will incur additional charges

(c) Social Media Content: You own the final content posted on your social media accounts. We retain ownership of any content calendars, strategies, templates, or processes we developed.

6.5 Third-Party Materials
Any third-party plugins, software, images, fonts, themes, frameworks, or open-source libraries used in the Services remain the property of their respective owners and are subject to their license terms (including GPL, MIT, Apache, and other open-source licenses). We do not transfer any third-party intellectual property rights to you.

6.6 Portfolio Rights
Unless you notify us in writing that you do not consent, we retain the right to display, reproduce, and distribute designs and results achieved in our portfolio, website, and within third-party publications, awards, or exhibits. Such use will be limited to showcasing our work and will not imply any ongoing endorsement by you.

6.7 Testimonials and Reviews
Unless you notify us otherwise in writing, you grant us permission to:
- Request a testimonial or review upon completion of the Services
- Use any testimonials, reviews, or feedback you provide in our marketing materials, website, social media, and promotional content
- Attribute such testimonials to you by name and company name

You may request that we remove or anonymize any testimonial at any time by providing written notice to us, and we will do so within a reasonable timeframe.

7.0 CLIENT-SUPPLIED MATERIALS & CONTENT

7.1 Content Provision
You will supply content, images, and any other relevant information required for the Services unless otherwise stated or agreed that we will create such materials.

We will not be held responsible for plagiarism, copyright infringement, or other legal issues arising from text or imagery you provide to us.

7.2 Content Delivery Timeline
The parties will agree on a timeline specifying when content and materials described in clause 7.1 will be provided to us. Timely provision of these materials is essential to enable us to complete the Services by the completion date specified in the Proposal.

Delays in providing content may result in corresponding delays to project completion and may trigger the project delay provisions in clause 5.5.

7.3 Revisions and Approvals
Unless otherwise specified in the Proposal, the Services include:

(a) Website Design Services: Up to two (2) rounds of revisions to the initial design concepts presented. Additional rounds of revisions will be charged at our standard hourly rate.

(b) Graphic Design Services: Up to three (3) rounds of minor revisions to the final design. Major changes to the design concept or requests for entirely new concepts after initial approval will be charged at our standard hourly rate.

(c) Social Media Content: Up to one (1) round of revisions per content batch or monthly content calendar. Additional revisions may be charged at our discretion.

(d) Content Approval Deadline: You must provide feedback, approvals, or revision requests within seven (7) days of receiving deliverables from us. If no feedback is received within this timeframe, the deliverables will be deemed approved and accepted.

(e) Post-Approval Changes: Any requests for work, changes, or revisions made after this approval period (including revisions of content already produced) will be charged at our standard hourly rate.

By failing to provide timely feedback or approval, you agree to release us from any liability arising from the publication or use of the deemed-approved content.

8.0 CONFIDENTIALITY AND PRIVACY

8.1 Confidentiality
Any private passwords, login credentials, or access details provided to us will be kept strictly confidential and will only be used for the purpose of providing the Services.

We will not be liable for any loss you incur if any passwords or credentials are compromised by an external party, third-party applications, or security breaches outside our reasonable control.

8.2 Mutual Confidentiality
Each party agrees to keep all confidential information provided by the other party strictly confidential and shall not disclose any such information to any third party without the written consent of the provider of such confidential information.

8.3 Privacy and Personal Information
Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to any personal information collected, used, or disclosed in connection with these Services. For full details on how we collect, use, store, and protect personal information, please see our Privacy Policy.

Where we collect, store, or process personal information on your behalf, we will:
- Only use that personal information for the purpose of providing the Services
- Implement reasonable security measures to protect that information
- Not disclose that information to third parties without your consent, except as required to provide the Services or by law
- Return or securely destroy that information upon termination of the Services, unless required by law to retain it

You warrant that you have obtained all necessary consents and authorities to provide any personal information to us for the purposes of these Services.

9.0 WEBSITE DESIGN, DEVELOPMENT & HOSTING SERVICES

9.1 Website Hosting
If we are hosting your website, you acknowledge that:
- We manage the hosting environment on your behalf
- You may transfer your website to a different hosting provider provided that:
- All outstanding invoices are paid in full
- You provide us with at least 30 days' written notice
- You are responsible for arranging your new hosting provider and any associated transfer costs
- We can assist with providing website backups or access details for transfer purposes, which may be subject to a reasonable fee

9.2 Website Maintenance and Updates
Unless you have engaged us for an ongoing website maintenance plan:
- We are not obligated to perform updates to plugins, WordPress, CMS, PHP, or other software components after delivery
- Website hosting services include server-level maintenance only
- Application-level updates and maintenance are available under a separate maintenance agreement or at our standard hourly rate

You acknowledge that failure to maintain regular updates may result in security vulnerabilities, compatibility issues, or website functionality problems.

9.3 Third-Party Applications and Plugins
Any third-party website applications, plugins, subscriptions, or related services will not be included in our quotations unless specifically stated and will be charged in addition to the Price.

9.4 Ongoing Website Support
Ongoing website support is provided for websites hosted by us, unless:
- You have made manual edits to the platform or CMS, or
- You have provided your website admin login details to a third party

If either of the above occurs, any updates, fixes, repairs, or changes may incur additional charges at our standard hourly rate.

9.5 Website Backups
If you require a website backup, we will provide the backup files for a reasonable fee.

We maintain regular backups for websites hosted by us. However, if your website goes offline and/or has errors and it is not hosted under a Ziff Digital hosting plan, we will not be liable for assisting to bring your website back online.

9.6 Client Access to Website
If website admin access is provided to you, you are solely liable for any issues, bugs, errors, or problems that occur as a result of changes you make, even if we are hosting your website. If we must make changes to remedy issues caused by your actions, our standard hourly rate will apply.

10.0 GRAPHIC DESIGN SERVICES

10.1 Services Included
Graphic design services may include, but are not limited to, logo design, poster design, business card design, brochure design, and other graphic-related services as specified in the Proposal.

10.2 Deliverables and File Formats
On completion of a graphic design project, you will own the final designs created, and we will deliver the completed files in the agreed file formats specified in the Proposal.

Working files and source files (such as Adobe Illustrator or Photoshop source files) are owned by us and will not be shared unless agreed upon in writing in the initial Proposal.

10.3 Post-Completion Changes
Any changes, additional file formats, revisions, or alterations requested after the completion and delivery of the final design will incur additional charges at our standard hourly rate. This includes, but is not limited to, requests for source files, master files, or variations of the agreed final design.

11.0 SOCIAL MEDIA MANAGEMENT SERVICES

11.1 Authorization
By entering into a social media management agreement with us, you grant us permission to create, schedule, and post social media content on your behalf on the platforms specified in the Proposal.

11.2 Third-Party Interactions
We will not be held accountable for comments, messages, reviews, or feedback received through social media platforms managed by us. You are responsible for monitoring and responding to such interactions, or you may engage us to provide community management services under a separate agreement.

11.3 Platform Access
You agree to grant us complete access to all social media platforms necessary for us to complete the Services, including admin-level access where required.

11.4 Social Media Activities
You approve us to openly "Like," "Comment," "Follow," and engage with public and private users on social media platforms as part of our strategy to grow your social media presence and engagement.

12.0 PAID ADVERTISING & GOOGLE ADS SERVICES

12.1 Service Description
We provide setup and management of digital advertising campaigns through platforms such as Google Ads, Facebook Ads, and other advertising platforms as specified in the Proposal.

12.2 Advertising Costs
All costs related to paid advertising (including ad spend, platform fees, and click costs) will be charged directly to you or managed by us on your behalf, subject to the agreed ad spend budget specified in the Proposal.

You must pay all advertising costs in addition to our management fees.

12.3 Campaign Ownership
Advertising accounts, campaigns, and associated data remain your property. We will provide regular reports on campaign performance as outlined in the Proposal.

12.4 Platform Compliance
You are responsible for ensuring that all advertising content and materials comply with the advertising policies and guidelines of each platform. We will notify you if content does not meet platform requirements, but we are not liable for any account suspensions, bans, or restrictions imposed by advertising platforms.

12.5 No Performance Guarantees
We do not guarantee specific results, including but not limited to impressions, clicks, leads, conversions, or return on ad spend. Campaign performance is influenced by factors beyond our control, such as market conditions, competition, platform algorithm changes, and the quality of your products or services.

13.0 EMAIL ADDRESS SERVICES

13.1 Email Setup
We can provide custom email addresses for your domain through a third-party email service provider and assist with the initial setup of the email on desktop and mobile platforms.

13.2 Ongoing Email Support
Any ongoing technical support for your email software or platform beyond the initial setup will be charged at our standard hourly rate. We will pass on all charges incurred from the third-party email service provider.

14.0 FORCE MAJEURE

14.1 Force Majeure Event
Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event.

A Force Majeure Event means any circumstances beyond our reasonable control which impacts our ability to perform these Terms, including but not limited to:
- Acts of God, natural disasters, pandemics, or public health emergencies
- War, terrorism, civil disturbance, or government orders
- Failure of third-party hosting providers, internet service providers, or essential software platforms
- Power outages, telecommunications failures, or cyberattacks affecting our systems

14.2 Notice and Mitigation
The affected party must notify the other party as soon as reasonably practicable of the Force Majeure Event and take reasonable steps to mitigate its effect.

14.3 Prolonged Force Majeure
If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Services by providing written notice to the other party.

15.0 GENERAL PROVISIONS

15.1 Governing Law and Jurisdiction
These Terms are governed by the laws of Western Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and courts of appeal from them.

15.2 Dispute Resolution
Before commencing any legal proceedings, the parties agree to first attempt to resolve any dispute through good faith negotiations for a period of 14 days.

Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief.

15.3 Severability
If any provision of these Terms is held to be invalid, unenforceable, or illegal, the remaining provisions shall continue in full force and effect.

15.4 Waiver
No waiver of any breach of these Terms shall constitute a waiver of any other breach. A waiver must be in writing and signed by the party granting the waiver.

15.5 Assignment
You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms without our prior written consent.

We may assign our rights and obligations under these Terms to a related entity or in connection with a sale of our business, provided that such assignment does not materially affect your rights under these Terms.

15.6 Notices
Any notice required to be given under these Terms must be in writing and sent to the email address or postal address last notified by the receiving party. Notices sent by email are deemed received on the date of transmission.

15.7 Entire Agreement
These Terms and the Proposal constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements.

15.8 Survival
Clauses 4 (Liability), 6 (Intellectual Property), 7 (Client Indemnity), 8 (Confidentiality), 15.1 (Governing Law), and any other clauses which by their nature should survive termination, shall survive termination or expiry of these Terms.

16.0 INTERPRETATION

16.1 Definitions
Unless the context otherwise requires:
- Words importing a gender include any other gender
- Words in the singular include the plural and words in the plural include the singular
- Headings are for convenient reference only and have no effect in limiting or extending the meaning of the provisions
- A reference to a person or entity includes a partnership, body corporate, or body politic
- A reference to any legislation includes any amendment, replacement, or re-enactment of that legislation