Terms and Conditions

Last updated: 17 June 2026

1. Introduction

1.1 These Terms and Conditions (“Terms”) govern the use of the website located at novodigitalagency.com.au (“Website”) and the provision of services by Novo Digital Agency Pty Ltd (ABN 40 683 857 954) (“Company”, “we”, “us”, “our”).

1.2 By accessing or using the Website, requesting a quotation, or engaging the Company to provide services, you (“you”, “your”, “Client”) acknowledge that you have read, understood, and agree to be bound by these Terms.

1.3 If you do not agree to these Terms, you must not access or use the Website or engage the Company’s services.

1.4 These Terms are to be read in conjunction with any executed Service Agreement, Statement of Work, or Proposal issued by the Company to the Client. In the event of any inconsistency between these Terms and such documents, the terms of the executed document shall prevail to the extent of the inconsistency.

2. Definitions

In these Terms, unless the context otherwise requires:

“Deliverables” means any work product, output, design, code, content, report, or other material produced by the Company in the course of providing Services.

“Fees” means the amounts payable by the Client to the Company for the Services, as set out in the relevant Proposal or Service Agreement.

“Intellectual Property Rights” means all present and future rights in relation to copyright, trademarks, designs, patents, trade secrets, know-how, confidential information, and all other intellectual or industrial property rights, whether registered or unregistered.

“Proposal” means any written quotation, scope of works, or proposal issued by the Company to the Client.

“Services” means the web design, search engine optimisation, website maintenance, digital strategy, and any other services provided or to be provided by the Company to the Client.

“Service Agreement” means any formal engagement agreement entered into between the Company and the Client.

“Third-Party Materials” means any software, plugins, themes, fonts, stock imagery, or other materials owned by a third party that are used in the delivery of the Services.

3. Services

3.1 Engagement

3.1.1 The Company will provide Services as agreed in the relevant Proposal or Service Agreement. No engagement is binding on the Company until the Client has accepted the Proposal in writing (including by email) and, where applicable, paid any required deposit.

3.1.2 Any variation to the agreed scope of Services must be requested in writing by the Client and confirmed in writing by the Company. Additional work outside the agreed scope may be subject to additional Fees.

3.2 Timeframes

3.2.1 Any timeframes or milestones set out in a Proposal are estimates only and are not binding unless expressly agreed in writing as fixed deadlines.

3.2.2 The Company will not be liable for any delay in delivery of Services where such delay is caused or contributed to by the Client’s failure to provide timely instructions, content, approvals, or access to required systems and accounts.

3.3 Client obligations

3.3.1 The Client agrees to:

1. provide the Company with accurate, complete, and timely information, content, assets, and approvals reasonably required for the performance of the Services;
2. make available any third-party accounts, credentials, or platform access necessary for the performance of the Services;
3. review and provide feedback on Deliverables within timeframes agreed between the parties; and
4. ensure that any materials, content, or instructions provided to the Company do not infringe the Intellectual Property Rights or other rights of any third party.

3.3.2 The Client acknowledges that delays or failures in fulfilling the obligations in clause 3.3.1 may impact delivery timeframes and the Company will not be liable for resulting delays.

4. Fees and payment

4.1 Fees

4.1.1 The Client agrees to pay the Fees as set out in the relevant Proposal or Service Agreement.

4.1.2 All Fees are stated in Australian dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless otherwise stated. Where GST is applicable, it will be added to the Fees and itemised on the relevant tax invoice.

4.2 Invoicing and payment terms

4.2.1 The Company will issue tax invoices in accordance with the payment schedule agreed in the relevant Proposal or Service Agreement.

4.2.2 Unless otherwise agreed in writing, invoices are due and payable within fourteen (14) days of the invoice date.

4.2.3 Payment may be made by direct bank transfer or via GoCardless, as directed by the Company.

4.3 Deposit

4.3.1 Where a deposit is required, the Company will not commence work until the deposit has been received in cleared funds.

4.4 Late payment

4.4.1 If the Client fails to pay any invoice by the due date, the Company reserves the right to:

1. suspend the provision of Services until all outstanding amounts are paid in full;
2. charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until the date of payment; and
3. engage a debt collection agency or take legal action to recover the outstanding amount, and the Client agrees to reimburse the Company for any reasonable costs incurred in doing so.

4.5 Disputed invoices

4.5.1 If the Client disputes any portion of an invoice, the Client must notify the Company in writing within 7 days of the invoice date, specifying the nature of the dispute. Undisputed amounts remain due and payable by the original due date.

5. Intellectual property

5.1 Ownership prior to payment

5.1.1 All Intellectual Property Rights in the Deliverables remain vested in the Company until payment of all Fees in full has been received.

5.2 Assignment upon payment

5.2.1 Upon receipt of payment of all Fees in full, the Company assigns to the Client all Intellectual Property Rights in the Deliverables created specifically for the Client under the relevant engagement, to the extent such rights are assignable.

5.2.2 For the avoidance of doubt, the assignment in clause 5.2.1 does not extend to:

1. the Company’s pre-existing tools, methodologies, frameworks, processes, or know-how;
2. Third-Party Materials incorporated into the Deliverables, which remain subject to their respective third-party licences; or
3. any open-source software, WordPress core, plugins, or themes incorporated into the Deliverables.

5.3 Third-Party Materials

5.3.1 Where Third-Party Materials are incorporated into the Deliverables, the Client is responsible for ensuring compliance with the relevant third-party licence terms. The Company will notify the Client of any material Third-Party Materials incorporated into the Deliverables.

5.4 Portfolio rights

5.4.1 The Client grants the Company a non-exclusive, royalty-free, perpetual licence to use the Deliverables and the Client’s name, logo, and general project description for the purposes of the Company’s portfolio, marketing materials, website, and case studies, unless the Client notifies the Company in writing prior to engagement that it objects to such use.

5.5 Client materials

5.5.1 The Client warrants that any materials, content, or assets provided to the Company for use in the Deliverables do not infringe the Intellectual Property Rights or any other rights of any third party, and the Client indemnifies the Company against any loss, damage, claim, or expense arising from any such infringement.

6. Confidentiality

6.1 Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services (“Confidential Information”), and not to disclose Confidential Information to any third party without the prior written consent of the disclosing party, except:

1. to the extent required by law or a court or regulatory authority;
2. to professional advisers bound by duties of confidentiality; or
3. where the information is or becomes publicly available through no fault of the receiving party.

6.2 This clause 6 survives termination or expiry of any Service Agreement or these Terms.

7. Warranties and representations

7.1 Company warranties

7.1.1 The Company warrants that:

1. it has the right to enter into and perform its obligations under these Terms and any applicable Service Agreement;
2. Services will be performed with reasonable care and skill; and
3. to the best of the Company’s knowledge, the Deliverables will not infringe the Intellectual Property Rights of any third party, except to the extent that any infringement arises from materials, content, or instructions provided by the Client.

7.2 Client warranties

7.2.1 The Client warrants that:

1. it has the right to enter into and perform its obligations under these Terms and any applicable Service Agreement;
2. all information, content, and materials provided to the Company are accurate, complete, and do not infringe any third-party rights; and
3. it has obtained all necessary consents, licences, and approvals required in connection with any materials provided to the Company.

7.3 No guarantee of results

7.3.1 The Company does not warrant or guarantee any specific business outcomes, search engine rankings, traffic levels, conversion rates, or other performance results arising from the Services. Digital marketing and search engine optimisation outcomes are subject to factors beyond the Company’s control, including third-party platform algorithms, market conditions, and competitive activity.

8. Limitation of liability

8.1 To the maximum extent permitted by law, the Company’s total aggregate liability to the Client arising out of or in connection with the Services or these Terms (whether in contract, tort including negligence, statute, or otherwise) is limited to the total Fees paid by the Client to the Company in the three (3) months immediately preceding the event giving rise to the liability.

8.2 To the maximum extent permitted by law, the Company excludes all liability for:

1. any indirect, consequential, incidental, special, or punitive loss or damage;
2. loss of profits, revenue, business, opportunity, data, or goodwill;
3. loss or corruption of data or content;
4. any loss arising from the Client’s use of, or reliance on, Third-Party Materials or third-party platforms; or
5. any loss arising from the Client’s failure to maintain adequate backups of its website, data, or content.

8.3 Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any legislation that cannot lawfully be excluded or limited, including under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

9. Indemnity

9.1 The Client indemnifies and holds harmless the Company, its officers, employees, and contractors from and against any claim, loss, damage, liability, cost, or expense (including reasonable legal costs) arising out of or in connection with:

1. any breach by the Client of these Terms or any Service Agreement;
2. any materials, content, or instructions provided by the Client that infringe the Intellectual Property Rights or other rights of any third party; or
3. the Client’s use of the Deliverables in a manner not contemplated or authorised by the Company.

10. Termination

10.1 Termination for convenience

10.1.1 Either party may terminate a Service Agreement for convenience by providing not less than thirty (30) days’ written notice to the other party.

10.1.2 In the event of termination for convenience by the Client, the Client remains liable to pay for all Services performed and reasonable costs incurred by the Company up to the date of termination, including any non-refundable third-party costs committed on the Client’s behalf.

10.2 Termination for cause

10.2.1 Either party may terminate a Service Agreement immediately by written notice if:

1. the other party commits a material breach of these Terms or the Service Agreement and fails to remedy the breach within fourteen (14) days of receiving written notice requiring remedy;
2. the other party becomes insolvent, is placed into administration, receivership, or liquidation, or makes any arrangement with its creditors; or
3. the other party ceases or threatens to cease carrying on business.

10.3 Effect of termination

10.3.1 Upon termination:

1. all Fees due and payable up to the date of termination become immediately due;
2. each party must promptly return or destroy the other party’s Confidential Information; and
3. any provisions of these Terms that by their nature are intended to survive termination (including clauses 5, 6, 8, 9, and 14) will continue in full force and effect.

11. Website use

11.1 Permitted use

11.1.1 You may access and use the Website for lawful purposes only. You must not:

1. use the Website in any manner that may constitute a breach of any applicable law or regulation;
2. transmit any material that is unlawful, defamatory, offensive, or otherwise objectionable;
3. introduce any virus, malware, or other harmful code to the Website;
4. attempt to gain unauthorised access to any part of the Website or its underlying systems; or
5. use any automated means to scrape, crawl, or extract content or data from the Website without the Company’s prior written consent.

11.2 Accuracy of information

11.2.1 The Company endeavours to ensure that the content on the Website is accurate and current, but does not warrant its completeness, accuracy, or fitness for any particular purpose. The Company reserves the right to update, change, or remove Website content at any time without notice.

11.3 Third-party links

11.3.1 The Website may contain links to third-party websites. Such links are provided for convenience only and do not constitute an endorsement of those websites or their content. The Company is not responsible for the content, privacy practices, or availability of any third-party website.

12. Amendments

12.1 The Company reserves the right to amend these Terms at any time. Amendments will take effect upon publication of the updated Terms on the Website, with the “Last reviewed” date updated accordingly.

12.2 Your continued use of the Website or engagement of the Company’s Services following publication of any amendment constitutes acceptance of the amended Terms.

12.3 Amendments to any executed Service Agreement or Proposal require the written agreement of both parties.

13. General

13.1 Entire agreement

13.1.1 These Terms, together with any applicable Proposal or Service Agreement, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior representations, negotiations, understandings, or agreements.

13.2 Severability

13.2.1 If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be severed from the Terms and the remaining provisions will continue in full force and effect.

13.3 Waiver

13.3.1 A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

13.4 Force majeure

13.4.1 Neither party will be liable for any failure or delay in performance of its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, government action, pandemic, or failure of third-party infrastructure or platforms.

13.5 Assignment

13.5.1 The Client must not assign or transfer any rights or obligations under these Terms or any Service Agreement without the prior written consent of the Company. The Company may assign its rights and obligations under these Terms to a related body corporate or in connection with a sale or transfer of the Company’s business.

13.6 Relationship of parties

13.6.1 Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. The Company performs Services as an independent contractor.

13.7 Notices

13.7.1 Notices under these Terms must be in writing and delivered by email to the addresses notified by each party. A notice sent by email is deemed received at the time the email enters the recipient’s mail server, unless the sender receives an automated notification of delivery failure.

14. Governing law and jurisdiction

14.1 These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

14.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia (and courts of appeal from them) in respect of any dispute arising out of or in connection with these Terms.

15. Contact

For enquiries regarding these Terms, please contact:

Novo Digital Agency Pty Ltd
Attn: Director
Email: info@novodigitalagency.com.au