These are the Terms and Conditions on which AESK DIGITAL will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.
These Terms and Conditions are subject to change without notice and may be superseded. AESK DIGITAL may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.
If AESK DIGITAL provide you with a Pricing Structure for the Service, then that Pricing Structure:
is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
does not include GST;
and is valid for a period of 30 days from the date AESK DIGITAL issue the Pricing Structure, unless otherwise agreed by AESK DIGITAL .
The Services that AESK DIGITAL provide to you, and any specific terms, may include some or all of the following:
– Search Engine Optimisation (SEO);
– Search Engine Advertising ;
– Display Advertising;
– Social Media Advertising;
– Social Media Management (SMM);
– Strategy, Creative and Analytics.
You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:
the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
AESK DIGITAL reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by AESK DIGITAL’s negligence or willful acts or omissions.
HOURS OF SERVICE
All Services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.
CONTENT AND MATERIALS SUPPLIED BY YOU
You must supply to us all required materials you want us to use in the Service, and all other content and materials AESK DIGITAL reasonably request (Client Content) in a timely manner.
You must supply all Client Content in the following digital format/s:
- text/copy: Microsoft Word or Rich Text (clearly labelled and in correct order);
- tables: Microsoft Excel (clearly labelled and in correct order);
- images: high resolution where possible (JPEG, PNG files);
- logos: vector format (Illustrator EPS/AI);
- diagrams/maps: vector format (AI) or (JPEG files);
- if required, access to your current website and database via SSH, FTP and/or CMS/hosting control panel login;
- brand style guidelines (if applicable).
- AESK DIGITAL may charge Additional Costs if the Client Content is not provided in the appropriate format or if material is not supplied when requested.
You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.
VARIATIONS AND ADDITIONAL COSTS
If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.
Where a Variation occurs AESK DIGITAL reserves the right to halt work and review the Service costs. AESK DIGITAL will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. AESK DIGITAL will not proceed with the Services until AESK DIGITAL receives your written approval to proceed.
Examples of Variations include:
introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing Campaign focus;
costs for commercial fonts, photography, audio and video;
additional Service management time;
unplanned delays in obtaining approval, Client Content or feedback resulting in AESK DIGITAL having to reschedule services, staff or facilitate continuance;
overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
It is our process to include Service management time in all quotes, but from time to time AESK DIGITAL are required to not only manage the AESK DIGITAL team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.
If during the course of our engagement there are small changes in the Service, AESK DIGITAL will contact you and provide an estimate of the Additional Costs for these small changes.
Where possible, AESK DIGITAL will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and AESK DIGITAL may proceed with the work without obtaining approval.
Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.
PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO
Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.
You can provide stock images, commercial fonts, audio or video, or AESK DIGITAL can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, AESK DIGITAL will be the license holder and the image or font can only be used under the terms of the license/s.
Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.
Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices.
AESK DIGITAL retains ownership of all working files.
YOUR APPROVAL & IMPLEMENTATION
Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:
- Service brief;
- keyword recommendations;
- local SEO report;
- on page SEO report;
- ad text;
- ad targeting;
- ad creative;
- design concepts (and your choice of one of them);
- each updated version of the chosen design concept;
- implementation of conversion tracking code
- landing page or website development
- completed design;
- variation Notices; and
- any other item for which AESK DIGITAL request your approval.
When AESK DIGITAL provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.
You will be deemed to have accepted the Approval Item if AESK DIGITAL do not receive a response from you, within 5 business days.
SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT
If AESK DIGITAL consider it to be necessary, AESK DIGITAL will develop a production schedule for the Services. AESK DIGITAL will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.
If you delay in providing the approval, implementation, Client Content or feedback AESK DIGITAL require, then this may result in:
a change in the delivery deadline set out in the production schedule; or
if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.
SEARCH ENGINE OPTIMISATION (SEO)
Our Search Engine Optimisation Services may include:
- Keyword research & Keyword Recommendations
- Local SEO Report
- On Page SEO Report
- Implementation of Conversion Tracking Code
- Creation of Google Search Console account
- Monthly Progress Report
- Broken Links cleanup & ongoing maintenance
- Google Search Console management
- Creation of Google AdWords account
- Creation of Google Analytics account
- Setup of conversion tracking in Google Analytics
- On-going optimisation and Digital Marketing Campaign analysis
- Monthly Progress Report
Our Search Engine Advertising Services exclude:
- Implementation of advanced conversion tracking code where website development is needed
- Landing Page or Website Development
- Change of Strategy Mid-Campaign
- Unless otherwise agreed, AESK DIGITAL will utilise their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.
- The client acknowledges that AESK DIGITAL source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide the access to your social media accounts or permission for us to set up accounts on your behalf.
SOCIAL MEDIA ADVERTISING
Our Social Media Advertising Services may include:
- Creation of Facebook ads including image design and ad copy
- Creation of a Facebook ad account within AESK DIGITAL’s business manager account
- Setup of conversion tracking in Google Analytics
- Implementation of conversion tracking code & Facebook pixel
- Set-up of specific remarketing lists using data from your Facebook pixel
- Set-up of interest and demographic audiences for Digital Marketing Campaign targeting
- On-going optimisation and Digital Marketing Campaign analysis
- Monthly Progress Report
ARCHIVING / RETRIEVAL
AESK DIGITAL will endeavour to store or archive all electronic files used in the production of your Service. However, AESK DIGITAL provides no guarantee that any stored or archived files can be retrieved in the future. Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client.
Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.
Subject to AESK DIGITAL’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, AESK DIGITAL expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.
LIMITATION OF LIABILITY AND WARRANTY
To the fullest extent permissible by law, AESK DIGITAL is not liable (whether in contract or tort) for:
faults or defects in any services or goods provided by third parties in connection with this agreement; or any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not AESK DIGITAL knew of the possibility of such loss and whether or not such loss was foreseeable.
To the fullest extent permissible by law, in no event will AESK DIGITAL ’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to AESK DIGITAL for the Service;
AESK DIGITAL makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.
Without limiting the above, AESK DIGITAL will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, AESK DIGITAL gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:
search engine results and ad position will vary for each of the search engines and social media platforms;
the algorithms of each search engine and social media platform may change unexpectedly from time to time;
and this is out of the control of AESK DIGITAL.
AESK DIGITAL do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but AESK DIGITAL will advise you if AESK DIGITAL become aware of any infringement.
You agree to carry the AESK DIGITAL logo or AESK DIGITAL text hyperlink in or under the website footer. You agree to allow AESK DIGITAL to use the Services provided for promotional and portfolio purposes.
As part of the Services, AESK DIGITAL may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorise AESK DIGITAL to do so.
You agree to provide feedback or a testimony upon request after the release/closure of the Service.
Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person.
FEES STRUCTURE AND PAYMENT OPTIONS
If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then AESK DIGITAL will charge you at the Professional Hourly Rates for all work that AESK DIGITAL carry out for you in the course of the Service.
The Professional Hourly Rates may change from time to time.
Refunds will not be issued for paused Digital Marketing Campaigns or overpayment, a credit note may be issued at AESK DIGITAL ’s discretion.
Travel time is not included in our quotations as AESK DIGITAL office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.
Payment for Digital Marketing Campaigns must be made by credit card (Visa, Mastercard, Amex) or automatic direct debit from your nominated bank account.
Digital Marketing Campaigns run for the calendar month, payments must be received by the 20th of the preceding calendar month in order for the campaign to run in that calendar month.
Digital Marketing Campaigns that start mid-month due to delays in receiving approved ad creative or landing pages will have their monthly budget accelerated to be used by the end of that calendar month.
Billing for Digital Marketing Campaigns may not be paused during the initial Term.
The Term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the Term.
The agreed monthly Online Advertising fees will be invoiced to the client prior to the end of the month.
In relation to our Services, AESK DIGITAL may issue invoices for:
payment as indicated in our Pricing Structure or estimate;
for Additional Costs on an ad hoc basis as agreed.
AESK DIGITAL reserves the right to suspend all services provided to the client until any payment default is rectified under this Agreement.
Unless AESK DIGITAL expressly state otherwise, the Fees and Additional Costs do not include GST.
If at any time AESK DIGITAL decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.
AESK DIGITAL reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.
DURATION OF AGREEMENT AND ITS TERMINATION
Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.
The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.
A party may terminate this agreement by notice in writing to the other party if:
the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within  days after receiving notice from the other Party to do so;
the other party commits a material breach of this agreement that is not capable of remedy; or
the other Party becomes Insolvent.
AESK DIGITAL may terminate this agreement if:
you do not provide any information or materials requested within a reasonable time after being asked to do so; or
AESK DIGITAL consider that mutual confidence and trust no longer exist.
Upon termination of this agreement:
- our obligation to carry out the Service ceases;
- each party’s rights and obligations accrued prior to termination are not affected;
- the licence granted ceases;
- any unpaid invoice owed to AESK DIGITAL must be paid, including for any minimum term (failure to do so may result in AESK DIGITAL registering this default with a credit reporting agency);
- each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and
- except as any advertising purly created by AESK DIGITAL.
AESK DIGITAL may change this agreement from time to time. The new terms will apply to any Service that commences after the date that AESK DIGITAL publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.