SERVICE TERMS & CONDITIONS

Effective Date: 1st July 2025
Version: 1.0

1. Definitions

Client – the person or entity named in our quote or proposal.
Services – SEO, website design & development, graphic design, brand identity, social-media management or other related services.
Deliverables – final work-product supplied (e.g. website files, graphics, brand assets).
Fee – the amount payable for the Services.
Agreement – these Terms & Conditions, together with the accepted quote or proposal.

2. Acceptance

2.1 By accepting our quote/proposal or instructing us to begin work, you agree to these Terms & Conditions.
2.2 Amendments must be agreed in writing.
2.3 If multiple parties are named as Client, all are jointly and severally liable.

3. Fees & Payment

3.1 Fees are as stated in our quote or invoice.
3.2 We may adjust the Fee for variations requested by the Client.
3.3 Unless otherwise stated, invoices are payable within 7 days.
3.4 A deposit may be required prior to commencement.
3.5 If the Client fails to pay by the due date, Digital Espresso may:
(i) charge interest on the overdue amount at 5% per month (calculated daily) until paid;
(ii) suspend or terminate Services; and/or
(iii) require immediate payment of all outstanding amounts.

4. Scope & Revisions

4.1 Services will be performed according to the agreed scope and timeline.
4.2 Delays caused by the Client (e.g. missing content or approvals) may extend delivery and incur admin fees.
4.3 Variations beyond the agreed scope will be quoted separately.
4.4 Unless otherwise specified, the Fee includes two (2) rounds of revisions. Additional revisions are billed at our hourly rate.

5. Client Responsibilities

5.1 Provide all materials, assets and information in the requested format and timeframe.
5.2 Ensure supplied materials are accurate, licensed and lawful.
5.3 Approve final deliverables in writing; further changes post-approval incur additional charges.
5.4 We are not liable for delays caused by missing or late Client input.

6. Intellectual Property

6.1 Upon full payment, we grant a non-exclusive licence (or assignment as agreed) for you to use the Deliverables for their intended purpose.
6.2 We retain ownership of pre-existing materials, tools and frameworks.
6.3 Third-party assets (stock images, fonts, plugins) remain subject to their own licence terms.
6.4 You indemnify us against any claim arising from Client-supplied materials.

7. Confidentiality

Both parties must keep confidential information secure and use it only for performing obligations under this Agreement.

8. Warranties & Disclaimers

8.1 We warrant reasonable care and skill in providing Services.
8.2 SEO, social-media, or marketing outcomes cannot be guaranteed.
8.3 We exclude all implied warranties to the fullest extent permitted by law.
8.4 Our total liability is limited to the amount paid by the Client for the relevant Services. We are not liable for indirect or consequential losses.

9. Termination

9.1 We may suspend or terminate the Services if the Client fails to pay any amount when due, breaches a material term of this Agreement, or becomes insolvent.
9.2 Upon termination, all outstanding Fees (including work-in-progress) become immediately due and payable.
9.3 The Client may terminate this Agreement with 30 days’ written notice, provided all Fees due up to the date of termination have been paid in full.
9.4 Deposits are non-refundable once work has commenced.
9.5 Term of Agreement: Unless otherwise stated in the quote or proposal, Services are provided on an ongoing month-to-month basis and may be ended by either party with 30 days’ written notice. If the quote or proposal specifies a fixed term (for example, six (6) or twelve (12) months), the Agreement will continue for that period from the Commencement Date and will automatically renew on a month-to-month basis thereafter unless either party gives at least 30 days’ written notice prior to the end of the current term.
9.6 Early Termination: Where the Client has entered into a fixed-term Agreement and terminates before the end of the agreed term, all remaining Fees for the balance of that term become immediately due and payable, unless Digital Espresso agrees otherwise in writing.

10. Hosting & Third-Party Services

10.1 Any hosting, plugins or maintenance arrangements are detailed in the quote.
10.2 We are not liable for downtime or data loss caused by third-party providers.
10.3 Access to hosted services may be suspended for non-payment.

11. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (e.g. natural disasters, power/internet failures, industrial action).

12. Privacy

We will handle all personal information in accordance with Australian Privacy Principles and our Privacy Policy.

13. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Any disputes will be subject to the non-exclusive jurisdiction of its courts.

14. Contact

Digital Espresso
Sydney NSW Australia
hello@digitalespresso.au
0422 132 141