Welcome to Digital Assembly.
Our Terms and Conditions are established to govern our relationships with all clients, ensuring a clear understanding of our mutual obligations, services offered, and the expectations inherent in our professional engagements.
By engaging with Digital Assembly in any capacity, you, the client, acknowledge and accept these terms, which provide a comprehensive framework for our collaboration.
This agreement is designed to apply to all interactions with clients, ensuring a consistent and streamlined approach in our service delivery.
We are committed to maintaining transparency, efficiency, and clarity in all our client relationships, fostering a seamless and productive partnership.
In these Terms and Conditions, the following terms shall have the meanings set out below:
- Client: Any individual, company, or entity that engages with Digital Assembly for the provision of services.
- Services: The range of digital marketing and related services provided by Digital Assembly, including but not limited to search engine optimization, search engine marketing, website development, and content creation.
- Digital Assembly: Refers to Digital Assembly Group PTY LTD (ABN: 26 606 775 839), its employees, contractors, agents, and any affiliates involved in delivering services.
- Project: Any specific task, campaign, or initiative undertaken by Digital Assembly for the Client as part of the Services.
- Confidential Information: Any information disclosed by either party during the course of the engagement that is not publicly available and is considered confidential.
- Deliverables: All products, documents, reports, or other materials developed by Digital Assembly and provided to the Client as part of the Services.
3: General Terms
- Appointment: Clients appoint Digital Assembly to provide digital marketing services. This appointment is subject to the specific terms outlined in this agreement and any subsequent communication.
- Obligations of Digital Assembly: We commit to delivering our services with professional diligence, adhering to industry standards and best practices. This includes timely completion of services as agreed with the client.
- Client Responsibilities: Clients are expected to provide necessary information, feedback, and support in a timely manner to facilitate the effective provision of services.
- Duration of Agreement: This agreement becomes effective upon acceptance by the Client and remains valid until the completion of services or as terminated by either party in accordance with the termination conditions outlined in the Terms and Conditions.
- Amendments: Any amendments or modifications to this agreement must be made in writing and agreed upon by both parties.
- Appointment: The Client appoints Digital Assembly to provide the services outlined in the Specific Service Terms section.
- Obligations: Digital Assembly agrees to deliver services with reasonable care, skill, and ability. The Client agrees to provide timely information and support as needed.
- Duration: This agreement is effective upon the Client’s acceptance and remains in force until completion of the services or termination as outlined in the Termination section.
- Amendments: Any amendments to this agreement must be in writing and agreed upon by both parties.
4: Specific Service Terms
This section outlines the terms for each specific service offered by Digital Assembly. Each service has its own distinct terms covering scope, deliverables, and specific conditions.
Search Engine Optimisation
Digital Assembly will provide search engine optimisation services and strategy to the Client, including the following:
- Improve Website Visibility: Increase the Client’s website’s overall online visibility and performance through Google’s search engine using white-hat SEO techniques.
- Website Restructuring: Restructure the website (where needed) for improved SEO performance, ensuring optimal user experience and mobile optimization.
- Keyword Strategy: Work with the client to identify high competition and long-tail keywords to deliver optimal ROI, including voice search optimization.
- Top 10 Rankings: Aim to achieve Top 10 rankings through Google’s search engine for agreed-upon keywords.
- Organic Traffic: Increase website visitor volumes from organic search traffic, including local SEO strategies where applicable.
- Sustainable Rankings: Build sustainable long-term natural search rankings.
- Content Marketing: Maximise brand visibility through SEO-driven blog content marketing initiatives.
- Technical SEO: Suggest and implement any relevant technical changes to the client’s website for enhanced SEO performance, including Core Web Vitals.
- Reporting: Provide regular reports detailing key performance indicators, to be agreed upon with the client.
- Monitoring and Analysis: Continually monitor and analyse website performance for SEO opportunities as per best practice, including actionable changes based on analytical findings.
Search Engine Marketing (Google Ads)
Digital Assembly will provide search engine marketing strategy, including the following:
- Keyword Research: Conduct comprehensive keyword research to ensure the campaign meets its goals and targets, including negative keywords management.
- Budget Management & Cost Analysis: Provide budget management within the monthly campaign performance reports.
- Ad Copy: Research and write initial ads, with ongoing A/B testing and gradual improvement based on data and client goals.
- Ad Types and Extensions: Manage various types of ads including Search, Display, and Video, and utilise ad extensions where applicable.
- Quality Score: Focus on optimising for Quality Score to improve ad performance and reduce costs.
- Ongoing Optimisation: Continually optimise the entire campaign in line with agreed client goals and conversations with the Account Manager.
- Landing Pages: When applicable, provide landing page consultations based on the campaign’s ROI performance, including A/B testing.
Digital Assembly will apply an iterative and incremental approach to delivering this project. Each phase in this project will need to be approved by the Client prior to progressing to the next phase. The phases in the project are:
- Design: The overall visual style of the website will be determined in consultation with the client based on existing brand aesthetics and best practice in terms of digital marketing.
- Copy Creation: Copywriter will review, amend, rework and expand content as required. All work will be completed using best practice SEO techniques based around agreed upon keyword targeting.
- Development: This involves the bulk of programming work such as CMS installation and configuration, content integration, testing and bug fixes.
- User acceptance testing on staging site: The website is released to the Client for review and testing on a staging site. Digital Assembly will then seek feedback from the Client to refine the site to meet expectations.
- Deployment: This includes the launching of the new website, including management of SEO redirection scripting. Post-launch, Digital Assembly will run the live website through final diagnostic checks.
Digital Assembly will design/develop the Client website so that it is responsive (smartphone/tablet friendly), looks modern, has good user experience and up to date, relevant and compelling content. The Client’s new website will be built on the open source WordPress CMS platform – enabling ease of content management for non-technical users.
In order to provide fixed pricing Digital Assembly has assumed the website will include the following features:
- Basic pages: Can insert text, links, images. This will be used to build out most pages for the website
- Online forms: Online forms for users to fill in and send.
The following documents will be delivered to the Client by Digital Assembly progressively throughout the project:
- Site structure document
- Site design recommendations
- Website staging link
- Client walkthrough video
- Live website
- Post-launch install of website analytics software
- Digital Assembly will extract information to develop content for the site from the following sources as appropriate and in consultation with the Client:
- Existing website
- Client supplied materials
For all other pages implemented by Digital Assembly under this agreement, Digital Assembly will:
- Create new content for each page: content that is engaging, informative and relevant for target audiences
- Provide all copy to client for review on staging site
- Make amendments and revisions based on the Client’s feedback (two rounds of revisions maximum)
- Implement completed content on the Client’s website
- Browser Compatibility
- The Client’s new website will be built using modern web standards. Digital Assembly will follow industry standards and ensure that the Client’s website will work to specifications in the four major browsing applications (Microsoft Internet Explorer, Mozilla Firefox, Google Chrome, Safari) to their latest version at the date this agreement is signed.
Deployment and Hosting:
- The Client website hosting will remain with their current provider unless instructed otherwise by Client. In the unlikely event that the existing hosting service is not suitable for the deployment of the Client’s new website, the Client will need to liaise with their current hosting provider to ensure a suitable hosting environment is made available – any costs incurred through this process will be borne to the Client. In the event that your current provider is unable to provide a suitable hosting service, Digital Assembly will assist the Client to source a suitable host.
- Prior to the deployment of the new website, Digital Assembly will require full administrator access to the Client’s hosting service account including both FTP and MySQL database administrator privileges.
Support and Maintenance:
- After the Client website is live there may be ongoing tasks that require additional assistance from Digital Assembly – which may include but are not limited to the addition of new features, applying WordPress core upgrades and contributed plugins updates. All updates will be evaluated on a case-by-case basis and are not covered under the services to be delivered in this agreement.
5. Change Management
- Request for Changes: Clients may request changes to the scope of services. Such requests should be made in writing and include detailed specifications of the proposed changes.
- Assessment and Approval: Digital Assembly will assess the impact of the requested changes on the project timeline, costs, and deliverables. Any changes to the project will require mutual agreement and may result in adjustments to fees and timelines.
- Implementation of Changes: Upon agreement, Digital Assembly will implement the changes as per the revised plan. All changes will be documented and form part of the unified terms and conditions.
- Client Responsibilities: The client is responsible for timely communication of any changes and must provide all necessary assistance and information to facilitate the change process.
6. Fees and Payment
- Monthly Invoicing: Digital Assembly will invoice clients on the 1st of each month. The invoicing will cover the services for the upcoming calendar month.
- Payment Terms: Payment for each invoice is due within 7 days from the date of issuance.
- Variable Client Pricing: Fees for services will be based on the individually agreed-upon budget with each client. This ensures a tailored approach, accommodating different scopes and scales of services as required.
- Non-Payment Consequences: In cases of late payment, Digital Assembly reserves the right to apply late fees, suspend or cancel services, and charge for any reasonable legal or debt collection costs incurred.
- GST and Taxes: All fees are exclusive of GST and other applicable taxes. Clients are responsible for any additional taxes as per legal requirements.
7. Warranties and Limitations of Liability
- Digital Assembly warrants that it will provide its services with reasonable care and skill.
- No warranties are made regarding the success of marketing campaigns, specific outcomes from SEO or SEM efforts, or exact timeframes for website development completions.
Limitations of Liability:
- Digital Assembly’s total liability to the Client for any and all claims arising from or in connection with the services shall be limited to the total fees paid by the Client for the services.
- Digital Assembly is not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill.
- This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Digital Assembly has been advised of the possibility of such damage.
- Digital Assembly will not be liable for any failure or delay in its services due to circumstances beyond its reasonable control.
8. Intellectual Property Rights
- Ownership of Work Produced: All work product created by Digital Assembly specifically for the Client under this agreement, including designs, code, and written material, will become the property of the Client upon full payment for the relevant services.
- Rights to Use Materials: Digital Assembly retains the right to use any general knowledge, experience, or skills gained during the engagement with the Client in future projects.
- Client-Provided Content: The Client guarantees that all elements of text, images, or other artwork provided are either owned by the Client or that they have permission to use them. The Client will indemnify Digital Assembly from any claim or suit arising from the use of such elements.
- Credit and Promotion: Digital Assembly retains the right to display and link to the completed project as part of its portfolio and to write about the project on websites, in magazine articles, and in books.
9. Confidentiality and Privacy
- Confidential Information Protection: Both Digital Assembly and the Client agree to keep all confidential information received during the contract term strictly private and not to disclose it to any third party without prior written consent.
- Use of Information: Confidential information will only be used for the purpose of fulfilling obligations under this agreement and not for any other purpose.
- Data Protection Compliance: Digital Assembly commits to complying with applicable data protection laws in handling any personal or sensitive information obtained in the course of providing services.
10. Termination and Effects of Termination
- Notice of Termination: Either party may terminate the agreement by providing a 30-day written notice.
- Pro-Rata Billing upon Termination: In cases where termination occurs mid-cycle, the Client will be invoiced on a pro-rata basis for services provided up to the effective termination date.
- Obligations upon Termination: All work will cease upon termination, and the Client will be responsible for payment of any pro-rata fees. Any advance payments for services not rendered will be proportionally refunded.
- Post-Termination Confidentiality: Confidentiality obligations will continue to apply even after the termination of the agreement.
- Return or Destruction of Materials: Upon termination, Digital Assembly will handle the client’s confidential materials as per their instructions, either returning or securely destroying them.
- Dispute Resolution: Disputes arising under this agreement will be resolved through negotiation, and if necessary, arbitration under the laws of Victoria, Australia.
- Governing Law: This agreement is governed by the laws of the State of Victoria, Australia.
- Assignment: Rights or obligations under this agreement may not be transferred without written consent from the other party.
- Entire Agreement: This document constitutes the entire agreement between Digital Assembly and the Client.
- Amendment: Amendments to this agreement must be in writing and signed by both parties.
- Severability: If any part of this agreement is found unenforceable, the remaining parts will continue in effect.
12. Closing Remarks
Digital Assembly values the trust and opportunity provided by our clients. We are committed to delivering high-quality services and fostering a collaborative, transparent relationship. This agreement is a testament to our mutual commitment to excellence and success. We look forward to a productive and positive partnership.