Terms & Conditions

TERMS AND CONDITIONS

MARKETING SERVICES AGREEMENT

1. DETAILS IN QUOTE

The specific details of the Services, Fees, Minimum Term (if any), and any special conditions will be set out in a document such as a Quote, proposal, or confirmed via email (Quote). In the event of any inconsistency between these Terms and a Quote, the terms of the Quote will prevail to the extent of such inconsistency.

2 . TERM OF AGREEMENT

• This Agreement commences on the Start Date and will continue for any Minimum Term specified in the For Services provided on an ongoing basis (or after the expiry of a Minimum Term), the Agreement will continue on a month-to-month basis, unless terminated earlier in accordance with clause 14 (the Term).
• For Services continuing on a month-to-month basis, this Agreement will automatically renew for successive 1-month periods (each a Renewal Term) unless either Party provides the other Party with at least 30 days’ written notice of its intention not to renew prior to the end of the current month or Renewal Term.

3.  SERVICES

 3.1 SCOPE OF SERVICES

• In consideration for the payment of the Fees, DGG will provide the Client with the services set out in the Key Agreement Details (Services).
• Unless otherwise agreed, DGG may, in its discretion:
  • not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
  • withhold delivery of Services until the Client has paid the invoice in respect of such Services.
• Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by DGG.
• If any services are not explicitly set out in the Quote, these services will be excluded from this Agreement, unless expressly requested by you, and accepted by us, in writing, and in accordance with clause 2 of this Agreement.
• We may amend the Fees for ongoing Services at any time after any applicable Minimum Term, by providing at least 30 days’ written notice to you. If you do not agree to any amendment made to the Fees, you may terminate this Agreement by providing us with 30 days’ written notice, and clause 14 will apply.

3.2  CHANGES TO SCOPE

• The Client must pay a ‘change in scope fee’, in an amount reasonably determined by DGG (Change Fee) for changes to Services requested by the Client which alter the scope set out in the Key Agreement Details and requires DGG to perform additional work or incur additional costs (Changes).
• DGG may in its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
• DGG will only be required to perform the Changes if:
  • DGG agrees in writing to perform the Changes;
  • the Client confirms in writing that they wish for DGG to proceed with the Changes and the relevant Change Fee; and
  • the Client agrees to pays the Change
  • This agreement will apply to any Services that are the subject of a Change without this agreement needing to be signed again.

3.3 REPORTS

• If the Key Agreement Details say that reports are included in the Services, DGG will provide reasonable reports on website traffic and end user metrics demonstrating the outcomes of the Services (Reports) in accordance with any terms agreed in the Key Agreement Details.
• However, DGG will not provide Reports on the processes, tactics, approach or other commercially sensitive information used in implementing any particular strategy for the
• If the Key Agreement Details does not say that Reports are included in the Services, DGG may at its discretion provide Reports to the Client but is under no obligation to do

3.4 SECURITY

DGG will use its best efforts to ensure that the Client’s website, application or other information or data (Client Data) is stored securely. However, DGG does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

3.5  DISCLAIMER

The Client acknowledges and agrees that:

• all information provided as part of the Services is an opinion only, based on DGG’s experience and best practice;
• DGG does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if the Client relies on the Services; and
• it is the Client’s responsibility to comply with applicable regulations relevant to the Client’s business, including industrial relations laws and privacy laws.

4 . SPECIFIC SERVICES

4.1 SEO SERVICES

If the Key Agreement Details state that the Services include search engine optimisation services (SEO Services):

• the Client must provide DGG access to its website and Google Ad accounts, allowing DGG to sign in or be added as a user;
• DGG makes no promise or guarantee regarding the effectiveness of any SEO Services. DGG only endeavours to use its professional skills to deliver an incremental improvement to the Client’s website traffic; and
• the Client acknowledges and agrees that the effectiveness of the SEO Services may be affected by circumstances outside DGG’s control, including:
  • changes in the policies and/or ranking algorithms of search engines;
  • changes to the Client’s account occasioned by a party other than DGG;
  • the platform that is used by DGG to perform the SEO Services changing its functionality;
  • the history of your website, your industry, the content on your website, and your content management system;
  • any actions taken by you or third parties on your website that negatively impact SEO efforts; and
  • DGG will not be liable for any loss or damage suffered by the Client arising from any such circumstances. We do not guarantee any specific results or rankings. If SEO Services are suspended for any reason, we do not guarantee the same or similar website rankings upon resumption. We are not responsible for backlinks or toxic links, including URLs dropped or excluded for any reason, and DGG will not be liable for any loss or damage suffered by the Client arising from any such circumstances.

4.2 PAID ADVERTISING

If the Key Agreement Details state that the Services include cost-per-click advertising services such as Google AdWords, Instagram, YouTube and Facebook Ads or sales funnels, nurture emails or the design of landing pages (Paid Advertising), the Client acknowledges and agrees that (unless otherwise agreed in writing):

• DGG makes no promise or guarantee regarding the effectiveness of any Paid Advertising, including as to conversion rates, but instead by using its professional skills aims to deliver an incremental improvement of the Client’s results;
• the effectiveness of the Paid Advertising may be affected by circumstances outside DGG’s control including:
  • the Client’s account that is used by DGG to perform the Paid Advertising being cancelled or disabled on a temporary or permanent basis;
  • the platform that is used by DGG to perform the Paid Advertising changes its functionality;
  • fluctuations in market responsiveness and need for the Client’s products or services,
  • the acceptance of your submissions by advertising platforms;
  • our ability to purchase selected keywords or distribute your ads on any site requested by you;
  • the position of your ads on any site;
  • the cost per click; and
  • Service Provider will not be liable for any loss or damage suffered by the Client arising from such circumstances, and DGG will not be liable for any loss or damage suffered by the Client arising from such circumstances.

• Unless otherwise agreed in writing, the Services Fees charged by DGG do not include Paid Advertising ad spend amounts or DGG’s service fees to perform the Paid Advertising Services (collectively, Paid Advertising Fees). The Client will be responsible for paying these fees in addition to the Services Fees, along with any deposit set out in the Key Agreement Details.
• If DGG utilises its own Google Ads account infrastructure to provide Paid Advertising Services, this will typically involve DGG using its MCC (My Client Centre) Manager Google Ads account to create and manage a dedicated sub-account for the Client’s campaigns (DGG-Managed Ad Account). The DGG-Managed Ad Account, including its specific configuration, campaign structures, and optimisation data generated by DGG, will be owned and operated by DGG.
• DGG will own all Intellectual Property Rights in the information, data and other material created or compiled by DGG within the DGG-Managed Ad Account.
• The Client acknowledges that the DGG-Managed Ad Account is created and optimised incorporating DGG’s proprietary methodologies, campaign structures, and intellectual property. Accordingly, the Client will have no rights to direct administrative access to, operational control over, or usage rights of the DGG-Managed Ad Account whilst DGG is actively providing the Services under this Agreement, unless otherwise expressly agreed in writing by DGG.
• Upon termination of this Agreement, and provided that all outstanding Fees and any other amounts due and payable to DGG under this Agreement have been paid in full by the Client, DGG may, in its sole and absolute discretion, consider a written request from the

Client to transfer administrative control of the relevant DGG-Managed Ad Account to a Google Account email address nominated by the Client. For the avoidance of doubt:

• Any such transfer is not guaranteed and remains entirely at DGG’s sole discretion, irrespective of whether outstanding payments have been
• DGG may, as a condition of considering or agreeing to such a transfer, require the Client to agree to separate terms, which may include the payment of an Intellectual Property license fee or a buyout fee for the campaign structures, historical optimisation data, and other intellectual property of DGG contained within or associated with the DGG-Managed Ad Account.
• Unless otherwise explicitly agreed in a separate written instrument signed by DGG, any such transfer of administrative control of the DGG-Managed Ad Account does not, by itself, constitute an assignment, transfer, or waiver of DGG’s Intellectual Property Rights in the content, structure, data, or methodologies within that account. DGG reserves the right to remove, generalise, or abstract proprietary elements from the DGG-Managed Ad Account prior to any potential transfer.

• If DGG will use the Client’s Paid Advertising account (Client Ad Account) to provide the Paid Advertising Services, then DGG will ensure that, after the relevant Term:
• DGG will not access the Client Ad Account; and

(ii)  The Client is provided access to the Client Ad Account.

4.3  WEBSITE DESIGN SERVICES

If the Key Agreement Details state that the Services include web development services, including building or customising websites (Website Design) the following conditions will apply unless otherwise agreed between the parties in the Key Agreement Details:

• DGG reserves the right to determine the choice of programming language(s) used in the Website Design;
• DGG may add content to the Website However, DGG will not be responsible for inputting text, images or other content, or creating all pages in the content management system of Website Design;
• if DGG is required to purchase the website domain on the Client’s behalf, DGG will not hand over access to that domain until the Client has made final payment for the domain to DGG;
• DGG only tests websites in desktop resolution in the following web browsers: Apple Safari, Google Chrome, Microsoft Edge and Mozilla Firefox;
• DGG only tests websites mobile responsiveness on iOS Safari and Google Chrome on Android phones;
• the Client must at all times cooperate with DGG, including by providing prompt and clear instructions in relation to the Website Design;
• DGG will make every effort to ensure that the design of the website and any other work done by us is without faults; however, DGG will not accept responsibility for losses incurred because of malfunction of the website or any other aspect, except as required by Australian Consumer Law;
• DGG will not be liable for any copyright infringements that are caused due to details, content, or materials submitted by the Client for inclusion in the You indemnify DGG against any claims related to such infringements;
• any additions to the agreed scope of work for Website Design where DGG makes no charge will be done at the sole discretion of DGG will not accept any responsibility to ensure that such additions are error-free. We reserve the right to charge the Client accordingly for any correction to these additions or for further additions;
• DGG will not be responsible for any loss of earnings, compensation or costs incurred due to any work carried out by the Client, on behalf of the Client, or by any third-party agents appointed by the Client on the website. DGG is not liable for loss of earnings, compensation or costs incurred because of the unavailability of the website, servers,

software or other material provided by its agents, unless such unavailability is a direct result of DGG’s negligence or breach of this Agreement;

• while DGG takes care to ensure products are accurate, the final responsibility remains with the Client to ensure that all software and products (including e-commerce functionality and applications) are functioning properly before use and to fully test them before making them available for general use;
• where applications and sites are developed on servers not provided by DGG, the Client will be responsible to provide and/or seek any support, information, additional software and/or co-operation relating to the server required for the application to be developed correctly. For developing large applications, the Client may be required to provide a suitable testing environment.

4.4  SOCIAL MEDIA MARKETING SERVICES

• If the Key Agreement Details state that the Services include social media marketing, DGG will manage the Client’s social media accounts nominated in the Key Agreement Details provided that the Client provides DGG with all relevant usernames and
• Unless otherwise specified in the Key Agreement Details, the social media marketing services will include:
  • creating content, engagement, and ongoing management;
  • monitoring social media conversations and responding to the same; and
  • managing all social media communication with the
• DGG’s performance of the social media marketing services may be affected by circumstances outside DGG’s control including:
  • the Client’s account that is used by DGG to perform the social media marketing services being hacked, cancelled or disabled on a temporary or permanent basis; and
  • the social media platform changes its functionality,

and DGG will not be liable for any loss or damage suffered by the Client arising from such circumstances.

4.5 HOSTED SERVICES

If the Key Agreement Details state that the Services include services to host the Client’s website, application or other information or data (Hosted Services), the following terms apply unless otherwise specifically agreed in writing:

• (hosting location) DGG uses storage servers located in
• (service quality) While DGG will use its best efforts to select an appropriate hosting provider, it does not guarantee that:
  • the Hosting Services will be free from errors or defects; or
  • the Hosting Services will be accessible or available at all times;
• (backups & disaster recovery) DGG will use its best efforts to create scheduled periodic backups of Client Data stored by DGG. In the event that Client Data is lost due to a system failure (e.g. a database or webserver crash), DGG will attempt to restore the Client Data from the latest available backup, but cannot guarantee that this backup will be free from errors or defects.
• (troubleshooting) DGG’s Hosted Services does not include troubleshooting or fixing application or data-based failures and additional fees may apply for these sorts of

4.6 GRAPHIC DESIGN

If the Client requires DGG to use content, graphics or other material belonging to a third party as part of a graphic design, the Client must acquire a licence to use such designs, whether for a fee or

Otherwise, and indemnifies DGG in relation to any loss or damage that may arise in connection with a breach of this clause.

4.7  INFLUENCERS

If the Services include DGG engaging social media influencers, including persons such as public figures, influential chefs or anyone similar (Influencers) on behalf of the Client to appear in marketing campaigns or otherwise be involved in the Client’s public or online presence (for example, through social media marketing campaigns), the Client acknowledges and agrees that:

• any Influencer engagement is directly between the Client and the Influencer;
• the Client is required to pay for the Influencers Fees;
• DGG is not responsible for, and will not be liable for any loss or damage suffered by the Client arising from:
  • the Influencer’s failure to perform the services as agreed or at all;
  • any aspect of the Influencer performing any services for the Client (including any negative press about the Influencer or bad reviews written by the Influencer); and
  • any damage suffered to the Influencer in connection with performing the Influencer’s services.

4.8 WEBSITE MAINTENANCE AND SUPPORT

If the Services include website maintenance and support:

• DGG will provide the maintenance and support services as specified in the
• This may include hosting If hosting is included, clause 4.5 (Hosted Services) will apply.
• If you cancel ongoing website maintenance and support services, and your website is hosted by DGG or relies on DGG-specific configurations or licenses, your website may cease to function correctly or at You will be responsible for migrating your website to an alternative hosting provider and ensuring its continued operation. DGG will provide reasonable assistance with the handover of website files, subject to all outstanding Fees being paid.
• You are responsible for backing up your website, unless DGG expressly agrees in the Quote to provide backup services.

5 . THIRD PARTY TERMS & CONDITIONS

• The Services may involve the use of, or integration with, various third-party platforms, software, applications, reporting tools, or services (collectively, Third Party Services). These may include, but are not limited to, platforms such as Google (including Google Ads, Google Analytics, Google My Business, Gmail), Meta (including Facebook and Instagram), LinkedIn, Pinterest, Snapchat, YouTube, various website content management systems (CMS) or e-commerce platforms, web hosting providers, domain name registrars, third-party plugins or extensions, and other online tools or services.
• You acknowledge that DGG is not responsible for the services, uptime, or policies of Third Party Your use of Third Party Services may be subject to the terms and conditions of the relevant third party (Third Party Terms). You agree to comply with all applicable Third Party Terms.
• To enable us to provide the Services, you agree to provide us with necessary access to your accounts on Third Party Services, including login credentials (Credentials) where required. You authorise us to use these Credentials to access the relevant accounts to perform the Services.
• With your written approval, we may create an account for you on a Third Party Service or engage a new service via an existing Third Party Service account on your behalf. You agree to provide necessary personal information and payment details to, or authorise us to provide them on your behalf to, the applicable Third Party for any Third Party

You will be directly responsible for compliance with the Third Party Terms and any fees charged by the Third Party, unless otherwise agreed in the Quote.

• If we create an account on a Third Party Service for you, we will provide you with your Credentials. We will use reasonable endeavours to store your Credentials and any personal information securely.
• You must inform us immediately if you believe your Credentials have been We recommend you change your Credentials upon termination of this Agreement or at our reasonable request.
• DGG makes no representation or warranty about any Third Party Services and disclaims all responsibility and liability for them, or for any failure by a third party to provide
• If we create or manage an account on a Third Party Service for you (e.g., a Google Ads account built by us), we may, at our discretion, hold a contractual lien on that account and will have no obligation to transfer full administrative control of such an account to you or a new provider, unless all amounts due and payable to DGG under this Agreement have been paid in full. This does not affect your ownership of your data within such accounts where applicable under Third Party Terms.

6. CLIENT OBLIGATIONS

 6.1 PROVIDE INFORMATION

• The Client must provide DGG with all documentation, information (including correct, current, and complete registration or other details if requested), content, materials, and assistance reasonably required by DGG to perform the This includes providing access, facilities, authorities, consents, licences and permissions reasonably necessary.
• The Client must provide feedback on all documents or other mock-ups provided to the Client within the agreed time frame, if feedback is included in the Services. If the Client delays in providing any feedback, there may be delays in the Services which DGG will not be liable for.
• The Client warrants that all information, documentation and other material it provides to DGG for the purpose of receiving the Services, including company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
• The Client releases DGG from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
• You must inform us of anything that may affect our provision of the Services to you, including if you intend to make any changes to your website or other digital assets that may have a negative effect on our provision of the Services.

6.2  ACCESS

The Client agrees to provide DGG with access to:

• the Client’s premises and personnel, to the extent required to perform the Services;
• the Client’s Paid Advertising account (including login details and passwords);
• the Client’s website (but only where DGG is providing Services that involve making updates or changes to the Client’s website); and
• any other third party or other accounts used by the Client (including login details and passwords), as reasonably required by DGG to perform the Services.

6.3  THE PREMISES

• (Ownership) The Client warrants that it is the owner of any premises it requests DGG to provide Services at (Premises), or that the Client has obtained authority from the owner/s of the Premises for the Services to be performed.
• (Access) The Client must ensure that DGG has clear and free access to the Premises, and to every area of the Premises that DGG reasonably needs to access to provide the Services, at the times DGG will be providing the The Client must provide DGG with any site inductions required before performing the Services at the Premises.
• (Clean) On or before the Services begin, the Client must ensure the Premises is clean, unobstructed and ready for DGG to carry out the Services, including by ensuring that the Client’s personnel, or third party personnel, do not interfere with the Services, and are not performing services in proximity to the Services such that they may disturb or obstruct the Services. The Client agrees that if the Premises are not clean and ready in accordance with this clause 3, DGG will nonetheless be entitled to charge the Client a call-out fee for each member of DGG’s personnel who were booked to attend the Premises on that day.
• (Ready) If the Services include photographing a Premises, it is the Client’s responsibility to ensure that the Premises is ready for DGG to carry out the Services, including that any property styling services are complete.
• (Authority or approval) The Client must obtain any necessary authority or approval (including strata or building management approval if applicable) so that DGG can carry out the Services on the Premises.
• (No access) Where DGG is unable to gain access to the Premises due to the Client’s non-compliance with this clause 3, omission, fault or otherwise, it is the Client’s responsibility to reschedule any Services and DGG reserves the right to claim any referable expenses, including travel and lost income and to charge this to the Client.
• (Safety) The Client warrants that the Premises are safe for DGG and its Personnel to enter and perform the Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements.

6.4 CLIENT MATERIALS

• The Client warrants that all information, documentation and other material they provide to DGG for the purpose of receiving the Services is complete, accurate and up-to-date, including floor plans if applicable.
• The Client acknowledges and agrees that DGG will rely on the accuracy of any plans, specifications and other information the Client provides.
• The Client releases DGG from all liability in relation to any loss or damage that may arise in connection with the Services, to the extent it is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.

6.5 COMPLIANCE WITH LAWS

The Client agrees that it will not by receiving or requesting the Services:

• breach any applicable laws, rules and regulations (including any applicable privacy laws); or
• infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

6.6 INSURANCE

• The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement.
• The Client must ensure that it effects and maintains adequate insurance to cover the Client’s risks and liabilities under this agreement and any activities undertaken by the Client in connection with this agreement, including marketing campaigns, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.

7 . PAYMENT

 7.1  FEES

• The Client agrees to pay DGG the Fees for any Program or Service they enrol in or request, pursuant to the terms of the Quote or agreed payment plan, including all applicable taxes, in accordance with the billing terms in effect when the Fee becomes
• To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth), any Fees paid in accordance with this agreement are non-refundable.
• For ongoing Services, Client will typically be charged on or around the first day of the month for that month’s For project-based work, payment schedules will be as per the Quote. DGG may require upfront payment or a deposit before commencing Services.

7.2  INVOICES

DGG will issue a valid tax invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method and due date set out in an invoice. Unless otherwise specified, invoices are due within 7 days.

7.3  DIRECT DEBIT

If the Key Agreement Details state that the Fees are to be paid using direct debit (DD), the Client:

• authorises direct debit in line with the third party payment provider’s, as notified to the Client (Payment Provider), separate DD Authorisation Form and any DD agreement as applicable;
• agrees to enter into any DD agreement required by our Payment Provider;
• authorises us to charge your bank account or credit card in advance in line with any DD Authorisation Form and any DD agreement;
• must ensure that there are sufficient funds available in your account to allow our Payment Provider to debit the fees payable; and
• acknowledges and agrees that there may be additional payments required from the Payment Provider if you miss or fail to make any These terms are separate and in addition to these Terms.

7.4 PAID ADVERTISING

• The Services Fees charged by us do not include Paid Advertising or other digital marketing ad spend amounts, or any other expenses set out in clause 6, and the Client will be responsible for paying these fees directly to the relevant platform or otherwise billed to the Client in accordance with clause 7.6.
• If requested by DGG, the Client must provide DGG with its credit card, direct debit or other financial details for the purposes of making digital advertising payments on the Client’s behalf.
• The Client consents to DGG’s using of the Client’s credit card, direct debit or other financial details on its behalf to make payments for digital advertising services and any other related services reasonably necessary for DGG to perform the Services.

7.5  LATE PAYMENT

• The Client is responsible for maintaining a valid and active payment method on file if required for automated billing.
• If the Client does not pay an amount due under this Agreement on or before the date it is due:
• DGG may immediately suspend provision of the Services. This may include temporarily turning off website support, sponsored listings, pay-per-click ads, and ongoing or then-current production, reporting, or any other support
• DGG reserves the right to pursue alternative means of payment, up to and including debt collection services, and the Client shall be liable for all collection costs, including legal fees.
• Without limiting any of DGG’s other rights, the Client must pay DGG interest at the rate of 15% per annum (or the maximum rate permitted by law, if lower) on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by DGG.
• The Client must reimburse DGG for any costs it incurs, including any legal costs (on a solicitor-client basis), in connection with recovering the amount due or enforcing any of its rights under this Agreement.
• DGG is not liable for any loss, damage or consequences whatsoever due to suspension or discontinuation of Services arising from non-payment.

7.6  EXPENSES

Unless otherwise agreed:

• the Client will bear all computer storage, media and related expenses reasonably incurred by DGG in connection with the Key Agreement Details; and
• any third-party costs incurred by DGG in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Key Agreement

7.7  GST

Unless otherwise indicated, amounts stated in the Key Agreement Details do not include GST. In relation to any GST payable for a taxable supply by DGG, the Client must pay the GST subject to DGG providing a tax invoice.

7.8 CARD SURCHARGES

DGG reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).

8. ACCREDITATIONS

Unless otherwise agreed in writing:

• DGG has the authority to include its brand name, logo, URL, or other brand mark on all websites and other deliverables produced by us (Deliverables). Such accreditation will be in a form, size, and location reasonably determined by DGG. All other displays or publications of Deliverables must also bear an accreditation as directed by DGG;
• the Client must not, during or after the Term, remove the accreditation to DGG;
• DGG retains the right to describe the Services and reproduce, publish and display the Deliverables in DGG’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses; and
• In connection with such uses under this clause 8, DGG may:
  • exercise such rights after termination of this agreement, and if the Client is no longer a client of DGG;
  • be credited with authorship of the Services and Deliverables; and
  • refer to the Client, and use the Client’s name, logos and other branding (acting reasonably, and without holding itself out as acting on behalf of the Client).

9. CONFIDENTIALITY, RESTRAINT, PRIVACY AND DATA

 9.1  CONFIDENTIALITY

• Except as contemplated by this agreement or the Key Agreement Details, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
• This clause does not apply to:
  • information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
  • information required to be disclosed by any law; or
  • information disclosed by DGG to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.
• For the purposes of this clause 1, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement or the Key Agreement Details that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
• For the Client only, “Confidential Information” also includes the terms of this

9.2  RESTRAINT

For the duration of the Term and for 1 year thereafter, the Client must not employ or engage (or be knowingly involved in another employing or engaging) any officers or employees of DGG with which the Client had contact during the course of the Key Agreement Details.

9.3 PRIVACY

• The parties agree to comply with:
  • if applicable, their respective obligations under the Privacy Act 1988 (Cth); and
  • DGG’s privacy policy, in force from time to
• DGG will keep the Client informed of any changes to its privacy policy during the
• The Client acknowledges and agrees that calls made to or exchanged with DGG may be recorded for training, quality assurance, and record-keeping purposes.

9.4  THIRD PARTY DATA

• The Client warrants, in relation to the personal information and all other data that it provides to DGG in connection with this agreement (Third Party Data), that:
  • the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
  • the Client is not breaching any law by providing DGG with Third Party Data;
  • DGG will not breach any law by performing the Services in relation to any Third Party Data;
  • there are no restrictions placed on the use of the Third Party Data (including by any Third Party terms) and if there are any such restrictions, the Client has notified DGG of this, and DGG has agreed to perform the Services in respect of that data (being under no obligation to do so); and
  • DGG will not breach any Third Party terms by performing the Services in relation to any Third Party Data.
• The Client agrees at all times to indemnify and hold harmless DGG and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 9.4(a).

10. INTELLECTUAL PROPERTY

 10.1  CLIENT CONTENT

The Client grants to DGG (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services.

The Client:

• warrants that DGG’s use of Client Content as contemplated by the Key Agreement Details will not infringe any third-party Intellectual Property Rights; and
• will indemnify DGG from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10.2  OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY

• As between the Parties:
  • DGG owns all Intellectual Property Rights in Our Materials (being DGG’s pre- existing materials, tools, software, methodologies, and know-how).
  • You own all Intellectual Property Rights in Your Materials (being materials provided by you to us for the purpose of the Services).
  • Nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
• As between the Parties, ownership of all Intellectual Property Rights in any materials specifically created by DGG for you as a unique deliverable under this Agreement (New Materials) will vest in DGG upon creation.
• Upon DGG receiving full payment of all Fees and any other amounts due and payable under this Agreement for the Services related to those New Materials, DGG assigns to you all of its Intellectual Property Rights in those specific New For clarity, this assignment does not apply to Our Materials, even if Our Materials are incorporated into or used to create the New Materials.
• You grant DGG a non-exclusive, revocable (but only in accordance with termination of this Agreement), worldwide, royalty-free, and non-transferable right and licence, for the duration of the Term, to use Your Materials as reasonably required for the performance of our obligations under this Agreement.
• DGG grants you a non-exclusive, royalty-free, worldwide licence to use Our Materials to the extent they are incorporated into the New Materials, solely for the purpose of enabling you to make normal use of the New Materials for your internal business purposes. This licence is ongoing unless this Agreement is terminated due to your default prior to full payment for the relevant New Materials.
• If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights for the purposes of this Agreement.
• In the use of any Intellectual Property Rights in connection with this Agreement, you must not (and you must ensure that your Personnel do not) commit any Intellectual Property For websites designed and/or developed by DGG:
• Upon full payment, you will own the specific website design and content created for you (as New Materials).
• However, the underlying code, Content Management System (CMS), DGG’s proprietary plugins, tools, or generic code structures used to build the website remain Our Materials and are licensed to you as per clause 2(e).
• If you cease any ongoing maintenance or hosting fees payable to DGG for services that rely on DGG’s licensed Our Materials (e.g., proprietary plugins or server configurations), your right to use those specific Our Materials may cease, potentially impacting website functionality if moved to another provider. DGG will provide the website files (New Materials) to you, but you will be responsible for ensuring compatibility and functionality with alternative hosting and

(i)  This clause 10 will survive termination or expiry of this Agreement.

10.3  DEFINITIONS

For the purposes of this clause 10:

• “Client Content” means any documents or materials supplied by the Client to DGG under or in connection with this agreement or the Key Agreement Details, including any Intellectual Property Rights attaching to those materials.
• “New Materials” means any materials produced by DGG in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
• “Our Materials” means all materials owned or licensed by DGG that is not Developed IP and any Intellectual Property Rights attaching to those materials.
• “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

11. SUBCONTRACTING

DGG may subcontract the provision of the Services. DGG will be responsible for the acts or omissions of its subcontractors as if they were the acts or omissions of DGG.

12. WARRANTIES

• To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are
• Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
• You represent, warrant and covenant that:
  • you have sufficient authority to enter into this Agreement;
  • you are a business and not a consumer for the purposes of the Australian Consumer Law where the Services are primarily for business purposes, and your use of DGG’s services is solely for lawful commercial and business purposes; and
  • you have the necessary rights to provide all information and materials (including Your Materials) provided under the Agreement for use as described in the Agreement and that such use will not infringe any third-party rights (including Intellectual Property Rights or privacy rights).

13. LIMITATION OF LIABILITY

 13.1  SPECIFIC DISCLAIMERS

• The DGG website and Services are provided on an “AS IS” and “AS AVAILABLE” basis, to the extent permitted by law.
• DGG does not guarantee that its website’s functionality or the Services will be seamless or uninterrupted, that defects will be corrected, or that its website, servers, or the platforms making Services available are free of any malware or anything else that can be harmful or destructive.
• Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
  • Your or your Personnel’s acts or omissions;
  • Any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us;
  • Any Third Party Services (as defined in clause 5);
  • The Services being unavailable, or any delay in us providing the Services to you, for whatever reason not solely and directly attributable to our gross negligence; and/or
  • Any event outside of our reasonable control (Force Majeure Event).
• We are not responsible for removing reviews on your business listing on any
• We generally manage the Services during our standard business hours (as notified by us), and we have no obligation to respond to comments or posts outside these hours unless specifically agreed in a Quote for services like 24/7 social media monitoring.
• Failure to provide content, items or other information within the timeframe agreed between the Parties may lead to our delay in the provision of the Services, for which we will not be liable.

13.2  CONTRIBUTORY NEGLIGENCE

A Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel).

13.3  CONSEQUENTIAL LOSS

Despite anything else to the contrary in this Agreement, to the maximum extent permitted by law, neither Party will be liable for any Consequential Loss. “Consequential Loss” includes, but is not limited to, loss of profits, loss of business opportunity, loss of revenue, loss of anticipated savings, loss of data, and any indirect or special loss. This limitation does not apply to a Party’s liability for fraud, personal injury, death, or loss or damage to tangible property.

13.4  AGGREGATE LIABILITY CAP

Despite anything else to the contrary in this Agreement, to the maximum extent permitted by law, DGG’s aggregate liability for any Liability arising from or in connection with this Agreement will be limited to DGG resupplying the relevant Services to you or, in DGG’s sole discretion, DGG repaying you the amount of the Fees paid by you to DGG in respect of the supply of the specific Services to which the Liability relates.

13.5  SURVIVAL

This clause 13 will survive the termination or expiry of this Agreement.

14. TERMINATION

 14.1  TERMINATION RIGHTS

• DGG may terminate this agreement at any time by providing 30 days’ written notice to the Client. The date of termination will be the date that is 30 days from the date of the notice.
• After any applicable Minimum Term, or if no Minimum Term applies, the Client may terminate this entire Agreement by providing 30 days’ written notice to To be valid, such termination notice must be submitted via email or in writing by an authorised representative of the Client, in accordance with the requirements set out in clause 16 of this Agreement. The date of termination will be 30 days from the date such valid notice is effectively given in accordance with clause 16.
• The Client may request to cancel any part of the Services by providing DGG with 30 days’ notice in If such cancellation occurs during an applicable Minimum Term for those relevant Services, the Client agrees to pay DGG any applicable cancellation fee specified in the Quote or, if no such fee is specified, an amount that is a genuine pre- estimate of DGG’s loss arising from the early cancellation (Cancellation Fee).
• Either Party (Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other Party (Defaulting Party) if the Defaulting Party:
  • is in material breach of this Agreement and that breach has not been remedied within 10 Business Days of being notified by the Non-Defaulting Party of the breach and the requirement to remedy it (if the breach is capable of remedy);
  • being the Client, fails to provide DGG with clear or timely instructions or information reasonably necessary to enable DGG to provide the Services, and this failure continues for 10 Business Days after DGG has notified the Client of such failure;
  • being DGG, in DGG’s reasonable opinion, the working relationship between the Parties has broken down to the extent that continued provision of the Services is unviable or impractical;
  • being DGG, for any other reason outside DGG’s reasonable control which has the effect of compromising DGG’s ability to provide the Services in accordance with this Agreement, and such reason continues for more than 30 days after notice to the Client; or
  • becomes subject to any form of insolvency administration or is unable to pay its debts as they fall due.

The date of termination will be the date notice is given, or as otherwise specified in the notice.

14.2  ACCRUED RIGHTS AND LIABILITIES

The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.

14.3  CONSEQUENCES OF EXPIRATION OR TERMINATION

Upon expiration or termination of this agreement:

• unless otherwise agreed by DGG in writing, Fees are non-refundable and there will be no prorating of Fees for partial months of Service upon termination. The Client must pay for the full month in which termination becomes effective.
• the Client must immediately pay all outstanding Fees for Services provided up to the effective date of termination, including any applicable Cancellation Fee, and any Fees for Services that would have been provided during any unexpired portion of a notice period;
• all amounts owed by the Client to DGG for Services rendered prior to the verified termination date must be paid in full;
• each party must return all property of the other party to that other party;
• the Client must immediately cease using all Our Materials and New Materials (unless all Fees for such New Materials have been paid in full and ownership has transferred pursuant to clause 2(c)), except for any ongoing licence to Our Materials as permitted under clause 10.2(e);
• each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party;
• if DGG terminates this Agreement under clause 1(d)(i), 14.1(d)(ii), or 14.1(d)(v) due to the Client’s default, the Client agrees to pay DGG’s reasonable additional costs arising directly from such termination;
• DGG may, at its discretion, delete any Client Data or New Materials held by DGG after 90 days from the effective date of termination or expiry of this Agreement, unless otherwise required by law; and DGG will retain documents (including copies) as required by law or regulatory requirements. Your acceptance of this Agreement constitutes your authority for us to retain or destroy documents in accordance with statutory periods, or on expiry or termination of this Agreement.

14.4  SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

15. DISPUTE RESOLUTION

• The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any
• The parties acknowledge and agree that compliance with this clause 15 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:
  • in the case of applications for urgent interlocutory relief; or
  • a breach by another party of this

16. NOTICES

• A notice or other communication to a party under this agreement must be:
  • in writing and in English; and
  • delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party. All billing- related questions and cancellation requests MUST be made via email or in writing to the Email Address. Cancellation requests will only be processed if made by an authorised representative of the Client.
• Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
  • 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
  • when replied to by the other party, whichever is earlier.

17. FORCE MAJEURE

• If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
  • reasonable details of the Force Majeure Event; and
  • so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
• Subject to compliance with clause 17(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
• The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
• For the purposes of this agreement, a ‘Force Majeure Event’ means any:
  • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
  • strikes or other industrial action outside of the control of the Affected Party;
  • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
  • any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

18. GENERAL

 18.1 GOVERNING LAW

This agreement is governed by the law applying in New South Wales, Australia.

18.2 JURISDICTION

Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

18.3  ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).

18.4  AMENDMENTS

Except for amendments to these Terms by DGG as permitted by the Preamble of this Agreement, this Agreement (including any Quote) may only be amended by a document signed by each Party.

18.5  WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.6  FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

18.7  ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.8  INTERPRETATION

• (singular and plural) words in the singular includes the plural (and vice versa);
• (gender) words indicating a gender includes the corresponding words of any other gender;
• (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (includes) the word “includes” and similar words in any form is not a word of limitation; and
• (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that

19. CONTACT US

For any questions or notices, please get in touch with us at: Digital Growth Gurus Pty Ltd ABN: 54 684 938 109

Email: info@digitalgrowthgurus.com.au

Last update: 19.05.2025

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