Terms of Trade

Adworx Digital Pty Ltd trading as Heart Digital – Terms and Conditions

These are the terms and conditions under which Adworx Digital Pty Ltd trading as Heart Digital (“Heart Digital”) will perform work for you. These terms and conditions apply whenever you request our services. Please read the below carefully. Your use of our services constitutes acceptance of these Terms and Conditions.

These terms and conditions may be updated without prior notice and can be modified via our website, email, or other forms of communication.

Engagement

You may engage Heart Digital to perform services by:

• Signing and returning a provided quote, pitch or pricing structure. 
• Providing written confirmation, including via email, for smaller engagements. 

Unless otherwise notified, Heart Digital will accept the engagement subject to these terms and conditions. Work will commence as per the agreed schedule once the engagement is confirmed.

Pricing Structures

If we provide you with a pricing structure for our services, please note that:

• Pricing excludes GST unless explicitly stated otherwise. 
• It is based on the agreed specifications and may change if the specifications are amended. 
• Many of our campaigns are retainers and vary in length. 
• Quotes are valid for 45 days from the issue date unless otherwise agreed upon. 

Payment

Heart Digital’s preferred method of payment for campaigns, monthly maintenance and hosting is GoCardless (you will be sent a link with your first invoice).

Our payment terms are 100% upfront on a monthly basis, unless otherwise agreed. Digital marketing campaigns are structured for calendar months. Campaigns initiated mid-month may either have a pro-rata rate applied for the initial period or commence at the start of the following month.

Billing for digital marketing campaigns will not be paused during the initial term.

The term will automatically continue month-to-month upon completion and renew for equivalent periods unless either party provides a written notice of termination no less than one full fixed calendar month before the end of a term. For clarity, the final calendar month is payable in full.

The agreed monthly advertising fees will be invoiced on the 1st of each month. The allocation of advertising fees will be as follows:

Invoices for services may also be issued as outlined in the Pricing Structure or estimates, and for any additional costs incurred on an ad hoc basis.

Heart Digital reserves the right to suspend all services if any payment default remains unaddressed.

Services

The services provided by Heart Digital may include (but are not limited to):

• Search Engine Optimisation (SEO), Google Ads and email marketing campaigns. 
• Digital strategy. 
• Website design and development services. 
• Website hosting. 
• Website maintenance. 

For each of these services, we provide individualised terms and conditions, as well as the aforementioned terms and conditions.

SEO, Google Ads and email marketing campaigns

• Our payment terms are 100% upfront on a monthly basis, unless otherwise agreed. Digital marketing campaigns are structured for calendar months. Campaigns initiated mid-month may either have a pro-rata rate applied for the initial period or commence at the start of the following month. 
• Heart Digital commits to providing SEO services and/or Google Ads for your business. However, this contract is subject to clients providing the following: access to the back end of your website, access to relevant traffic analytics platforms (e.g. Google Analytics) and reasonable access to a staff member to be available to answer campaign questions and provide reasonable support and guidance when updating website content. 
• Additional works requested outside the scope of this proposal will be quoted separately and further written approval must be provided and signed by the client before commencement. 
• We assume that any content you give us for inclusion on your website, text / images / videos and similar, is either owned by yourself / your business, or that you have permission to use them. 
• The length of the contract is detailed in your proposal. Minimum terms apply: six (6) months for SEO and three (3) months for Google Ads and email marketing. At the conclusion of this agreed period, the terms continue to roll month-to-month. To exit the agreement following the initial period, one full fixed calendar month’s written notice is required. The final calendar month is payable in full. 
• Contract can only be paused for a maximum of one month only during the initial campaign period, unless otherwise agreed. This would then extend the initial terms by a further month. 
• This contract is not transferable to anyone else without prior permission. 

Digital strategy

Digital strategy workshops are a one-off engagement offered by Heart Digital.

As part of this service, Heart Digital provides:

• a review of current digital marketing performance. 
• a strategy workshop. 
• a subsequent roadmap document. 

This contract is not transferable to anyone else without prior permission.

Website design and development

• 50% payment is due upon signed acceptance of this proposal and the remaining 50% will be paid in 2 instalments of 25% – one on completion of the design phase and the remaining 25% on completion and prior to launch. 
• Once the client agrees to the design for their website, they agree to stay within the structural parameters of this design. If the client requests material changes and/or decides they would like a different design and/or structure, it is at Heart Digital’s discretion to either refund your deposit less our costs or re-quote the project incorporating the changes required. 
• Further details on the website process can be found in this linked document. On acceptance of these terms and conditions, you agree to adhere with this design and development process of Heart Digital. 
• Client agrees to supply required information in a timely manner, including design, necessary client login details, images, content and logo brief (if applicable) to avoid delays for completion of the project. Images and content is not supplied by Heart Digital unless otherwise agreed to. 
• If website build requires compatibility of a third-party plugin or software, Heart Digital will make reasonable efforts to sync your website with it. However, we are not responsible for any plugin/software performance or fees associated with its purchase. Client is responsible for providing configuration details where applicable. 
• If e-commerce and payment gateway is required, the client agrees to set up PayPal, Stripe etc account/s so that it is ready for the website launch. Please note, we only provide e-commerce functionality if specified in the agreement. 
• If the client has an existing website and would like a copy transferred, they must clearly indicate what is to be kept or deleted for the new website. 
• When the development link is sent out at the 75% stage, the client will review and return within 5 working days and respond with one (1) email, reviewing page by page with a list of requested changes. Changes will be updated and the final developments link will be sent to the client prior to launch. Once the development link has been supplied, there is only one remaining opportunity for client review. 
• Once the completed website has been sent live the client will still have up to 5 days from the day it goes live to email any minor changes (for example, spelling mistakes) that have been missed and these will be corrected. If there are further changes required, beyond the 5 days, a rate of $100+GST per hour will be charged for extra development. 
• Once the website has gone live it is the client’s responsibility to advise us within 5 days if there are any problems/issues within the website. If there are any issues within the website and it is within the scope of the original project these issues will be resolved at no charge. If we do not receive any notification from you within the 5 day period we will accept this as confirmation you are happy with the website and there are no issues. 
• This contract is not transferable to anyone else without prior permission. 
• Additional works requested outside the scope of this proposal will be quoted separately and further written approval must be provided to and agreed to by the client before commencement. 
• If the website build project is not completed within a 100 day period from the date of the deposit being paid, due to the client not supplying us with all material required for completion of the website, or providing sufficient engagement and/or feedback, any remaining money owed must be paid in full. 

Website hosting

Details of our hosting includes:

• 99%+ uptime, optimal performance and stability. 
• cPanel provided (if requested). 
• Antivirus and spam protection. 
• Regular back ups. 
• SSL certificate included. 

By hosting with Heart Digital, you acknowledge that:

• Digital services may experience occasional maintenance interruptions or downtime. 
• Access to and performance of services cannot be guaranteed to be entirely error-free or uninterrupted. 
• Heart Digital reserves the right to invoice for services in the event of disruptions, except those caused by our negligence or wilful misconduct. 

Termination for hosting and maintenance

Either party may terminate hosting or maintenance services by providing no less than one full fixed calendar month’s written notice. Services will continue until the end of the final calendar month following notice. Payment for the final calendar month is required in full, regardless of whether the Client elects to use the services during that period.

Website maintenance

• Minor website updates eg new blog post, address change up to a time period of 15 minutes or otherwise specified period (the 15 minute period does not accumulate, month to month). 
• Monthly website updates, including WordPress and plugins 
• Remove Comment Spam or switch off comments (if switched on) 
• Health and Security Monitoring 
• Contact Form Testing. 

Debt Collection

Adworx Digital Pty Ltd trading as Heart Digital (ABN – 85 164 831 529) a right to lodge a general security interest on the Personal Property Securities Register, governed by the Personal Property Securities Act 2009 (CTH), immediately upon the client failing to make payment by (date, time), with the client waiving any and all rights to any required disclosure under the aforementioned Act.

Heart Digital reserves the right to refer any overdue accounts to a debt collection agency without prior notice.

We also reserve the right to report any credit defaults to a credit reporting agency.

You agree to be responsible for all costs and expenses incurred in the collection of overdue debts, including legal fees on a solicitor-client basis.

Warranty Disclaimer

This Agreement does not exclude, restrict, or modify any rights or remedies, warranties, or guarantees as set forth by applicable law, such as the Australian Consumer Law, which includes provisions that protect buyers of goods and services under specific circumstances.

Subject to Heart Digital’s obligations under non-excludable laws, we disclaim all other warranties to the maximum extent allowed by law. This includes any express, implied, or statutory warranties regarding the services provided, including those related to merchantability, fitness for a particular purpose, accuracy, or non-infringement.

Limitation of Liability and Warranty

To the fullest extent permitted by law, Heart Digital is not responsible for:

• Faults or defects in third-party services or products related to this agreement 
• Any indirect, special, or consequential damages, including data loss, business interruption, lost profits, or revenue 

In no event will Heart Digital’s liability exceed the amount actually paid by the client for the service.

We do not provide warranties regarding the success of marketing or promotional activities conducted under this agreement. Search engine rankings and ad positions may fluctuate due to algorithm changes outside of our control.

Heart Digital will make reasonable efforts to optimise the performance of your digital marketing campaign, but we do not guarantee specific results.

In cases of breach of a non-excludable condition, our liability is limited to:

• The re-supply of services, or 
• The cost of providing the services again 

For goods, we limit our liability to:

• The replacement or supply of equivalent goods, or 
• Payment for the cost of replacement or repair 

We exclude liability for intellectual property infringements, misrepresentation, negligence, loss of data, third-party integration failure, business interruption, or consequential damages. It is your responsibility to verify the suitability of any content before publication.

The total aggregate liability of Heart Digital is limited to the fees paid under this agreement.

Indemnity

You agree to indemnify, defend, and hold harmless Heart Digital against any actions, claims, legal proceedings, demands, liabilities, losses, damages, and costs (including legal fees on a full indemnity basis) in relation to:

• Any breach of this agreement by you 
• Your negligent actions or omissions 
• Your use of the services, including any third-party claims arising from or related to your use of the services, other than in accordance with this agreement 
• Infringement of third-party intellectual property rights 

Additionally, you agree to indemnify and keep Heart Digital, including its directors, officers, and employees, free from liability arising from actions taken while performing the services.

Intellectual Property and supply of raw/ editable files

All intellectual property rights related to the services provided by Heart Digital will vest in, or upon their creation will vest in, Heart Digital.

Heart Digital grants you a non-transferable, non-exclusive license to:

• Publish a single copy of the services and supporting intellectual property, unless otherwise stated by us 
• Use and reproduce other intellectual property associated with the service 

You must not, without our prior written consent:

• Adapt, create derivative works from, or merge the service’s intellectual property 
• Use the intellectual property for any purpose other than the specific intent for which it was provided 
• Reverse engineer, disassemble, or decompile any intellectual property 
• Distribute, sell, transfer, assign, or sublicense the service or intellectual property 
• Remove or alter any proprietary notices or labels from the intellectual property 

The supply of raw or editable files is at the sole discretion of Heart Digital and may incur additional costs, possibly based on a percentage of the original pricing structure or a retrieval fee.

Stock images and commercial fonts remain the property of Heart Digital or its licensors and are governed by licensing restrictions and are not transferable.

All ad text, targeting, creative, and ad accounts remain the property of Heart Digital.

While we make no warranties regarding third-party intellectual property infringement, we will notify you of any issues we become aware of.

You agree to carry the Heart Digital logo or text hyperlink in the website footer and permit us to use the provided services for promotional and portfolio purposes.

We may also feature your logo and case study on our corporate website or marketing materials for promotional purposes, with your irrevocable authorization.

Upon request, you agree to provide feedback or a testimonial following the release or completion of the services.

Confidentiality

Both parties agree to maintain confidentiality and not disclose or use any confidential information from the other party, except as permitted by these terms. This includes not disclosing the terms of this agreement, purchase orders, or pricing structures.

This confidentiality obligation extends to any information obtained before entering into this agreement and prohibits negative comments about either party, whether online or in person.

Confidential information may be disclosed if required by law or stock exchange regulations, but only the minimum necessary information will be shared. The party disclosing confidential information must:

• Provide reasonable notice to the other party 
• Consult on the form of the disclosure 
• Take reasonable steps to maintain confidentiality 

Each party must take appropriate actions to safeguard the confidentiality of the other party’s information. Any breach of confidentiality or negative comments made about the other party will result in damage, and the party responsible will indemnify the other for any resulting loss.

Agreement termination

Either party may terminate the agreement in writing if:

• The other party commits a material breach of the agreement that can be remedied, and fails to do so within 14 days of receiving notice of the breach 
• The other party commits a material breach that cannot be remedied 
• The other party becomes insolvent 

Heart Digital may terminate the agreement if:

• You fail to provide requested information or materials within a reasonable time 
• We believe that mutual trust and confidence no longer exist 

Upon termination of the agreement:

• Our obligation to deliver services will cease 
• Rights and obligations accrued prior to termination will remain unaffected 
• Any licenses granted will be revoked 
• Any outstanding invoices must be settled, including any minimum term fees and the final fixed calendar month, where applicable 
• Both parties must return or destroy all confidential information, unless required for record-keeping 
• Other sections, including those related to confidentiality and indemnity, will continue to apply after termination. 

Dispute Resolution

In the event of a dispute arising from this agreement, no legal or arbitration proceedings may be initiated unless the parties have complied with the dispute resolution process, except in cases where urgent relief is required. If a party fails to comply, the other party may refer the dispute to arbitration or commence court proceedings.

The party raising the dispute must provide written notice to the other party, designating a representative with authority to resolve the issue. Both parties will then promptly designate their own representatives with similar authority.

Heart Digital may suspend work while investigations into the dispute are conducted. Efforts to resolve the dispute will continue for 90 days following written notice, with the possibility of extending the period as agreed by both parties.

If the dispute is not resolved within this period, both parties will agree on a process for further dispute resolution methods such as mediation or independent expert determination. If the dispute is still unresolved, either party may proceed with arbitration or court proceedings.

General

Any notice under this agreement must be in writing and addressed to the designated contact persons of the other party.

This agreement does not create an employment, agency, or partnership relationship between the parties.

Heart Digital may subcontract its obligations under this agreement or assign its rights or obligations to a third party, providing written notice to you.

Failure by either party to insist on performance of any provision under this agreement will not constitute a waiver of their rights.

If any provision of this agreement is deemed illegal or unenforceable, it will be severed from the agreement, leaving the remainder intact.

Any additional terms or conditions referenced in sections 18, 19, 20, 21, and 22 are not applicable if they violate Australian law or limit consumer guarantees.

Heart Digital may amend this agreement from time to time. Any changes will apply to services commencing after the publication of the amended terms. Continued engagement of services after such changes constitutes acceptance of the revised agreement.

This agreement is governed by the laws of Australia, with any disputes subject to the exclusive jurisdiction of Australian courts.

This agreement supersedes all prior arrangements and serves as the entire agreement between the parties. Statements made in prior negotiations that are not part of this agreement do not form part of the contract.

Interpretation

In this agreement:

• A reference to “this agreement” refers to these terms and conditions (including any schedules), along with a Purchase Order or Pricing Structure (if applicable). 
• Headings and bold text are included for convenience only and do not influence the interpretation of these terms. 
• The singular form includes the plural, and vice versa. 
• Words denoting any gender include all genders. 
• Other grammatical forms of a defined word or phrase will carry the same meaning unless the context clearly indicates otherwise. 
• The term “person” encompasses individuals, companies, partnerships, joint ventures, associations, corporations, other entities, or government agencies. 
• References to legislation encompass all related delegated legislation, amendments, consolidations, or re-enactments. 
• A reference to a party includes that party’s successors and authorized assignees. 
• If there are multiple persons involved, their obligations will be joint and several. 
• No provision of this agreement will be interpreted adversely to a party merely because that party was responsible for its drafting or any specific provision. 
• Any references to inclusion following “include,” “for example,” or similar expressions do not limit what else is included. 

Definitions

Additional Costs: All extra costs that Heart Digital is authorised to charge you under this agreement.

Approval Item: Defined in clause 8.1.

Australian Consumer Law: Refers to Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Adworx Digital Pty Ltd trading as Heart Digital, we, us, or our: Adworx Digital Pty Ltd trading as Heart Digital (ABN 63 983 388 082), located at PO Box 195, Clayfield, QLD 4011.

Claim: Refers to any demand, legal action, or proceeding, whether actual or threatened.

Client, you, or your: The person or entity identified as the Client in the Purchase Order, Pricing Structure, or the person for whom services are being provided.

Client Content: Defined in section 5.

Confidential Information: Refers to any information concerning the business, customers, or operations of either party that is confidential by nature or designated as confidential by the disclosing party.

Consumer Guarantee: A consumer guarantee applicable under Australian Consumer Law, including any express warranty under section 2(1) of the Australian Consumer Law.

Content Management System (CMS): A web-based application used to create and manage digital content on websites.

Copywriting & Content Generation: Initial SEO campaigns include website copywriting and content generation. Additional copywriting, blog articles, press releases, or extra content can be provided at the Professional Hourly Rate.

Digital Marketing Campaign: Refers to the execution of services under this agreement, involving agreed-upon strategies, keywords, ad text, targeting, and creatives.

Fees: Refers to the charges for services as outlined in the Pricing Structure, Invoice, or calculated based on work performed according to section 23.

Finalisation: Refers to the point at which services are handed over to you for data entry or testing, not when the service is officially launched.

GST: Goods and Services Tax (GST) applicable in Australia.

Insolvent: Describes a situation where a party has ceased normal business operations, is unable to pay debts, or has been subject to liquidation or a similar event.

Intellectual Property Rights: Includes all industrial and intellectual property rights worldwide, such as copyrights, patents, trademarks, and any associated registration rights.

Keyword Recommendations: Heart Digital aims to identify optimal keywords for your business. Changes to these keywords mid-campaign may be subject to additional charges. Keyword performance takes time to evaluate, with improvements observed over several months.

Landing Page or Website Development: Heart Digital will assess your landing page or website for conversion improvements. If modifications are needed on supported CMS platforms, they may be completed at the Professional Hourly Rate.

Link Building: Involves creating backlinks to your website from trusted sources to improve search engine ranking. This is an essential part of SEO.

Local SEO Report: A report detailing recommended local directory listing updates to improve rankings. Heart Digital will update this report based on changes in SEO best practices.

Loss: Includes any liability, cost, expense, injury, or damage related to a claim, including legal costs.

Monthly Progress Report: A report summarizing the progress of your Digital Marketing Campaign, including metrics on enquiries and performance. Account managers may schedule calls to discuss campaign progress.

Moral Rights: Refers to rights under the Copyright Act 1968 (Cth) or equivalent outside of Australia.

New Website Migration: Ensures that a new website launch retains previous SEO rankings and traffic, which involves careful planning and implementation of redirects. Heart Digital will assist in this process.

Online Advertising: Includes various digital advertising methods, including search engine ads, display ads, and social media promotions.

On Page SEO Report: A detailed report of recommended on-page SEO adjustments to improve website rankings, updated as necessary based on search engine algorithm changes.

Privacy Policy: A privacy policy is mandatory for running search engine or social media advertising. Heart Digital can assist in preparing this policy at the Professional Hourly Rate.

Pricing Structure: The proposal or fee estimate provided by Heart Digital for requested services.

Professional Hourly Rate: The charge for professional services, for adhoc works is set at our professional hourly rate plus GST, and is subject to change.

Schedule of Fees: The fee structure attached to this document, which may be updated periodically.

Service: The specific work described in a Purchase Order or Pricing Structure, or as otherwise requested by the client.

Service Intellectual Property: Includes all intellectual property created during the provision of services, excluding client-provided content.

Services: The work that Heart Digital provides under the terms of the service agreement.

Specifications: Descriptions of the work to be performed, provided by you at the beginning of the service.

Title Guarantee: A guarantee under the Australian Consumer Law regarding the title of goods.

Variation: Changes to the Pricing Structure or Specifications as described in the agreement.

Variation Notice: A written notice detailing costs associated with any variations.

Warranty: Any necessary fixes to a provided service within 28 days of Finalisation, at the discretion of Heart Digital.

Website Maintenance & Security Updates: Regular updates and maintenance to ensure the functionality of the website and to avoid negative impacts on SEO. Heart Digital can assist with updates for supported CMS platforms at the Professional Hourly Rate.