Terms and Conditions

Thank you for considering our services. By using the products and services we supply, you are agreeing to the terms and conditions listed below. Please read them carefully.

ASSURANCE DIGITAL -  Effective As Of 25th June 2024

1. Definitions

 1.1 “ASSURANCE DIGITAL” means Assurance Digital (ABN) 63 688 074 464, its successors and assigns or any person acting on behalf of and with the authority of ASSURANCE DIGITAL including contractors and sub-contractors.

 1.2 “Client” means the person/s buying the Service or Services as specified in any invoice, document, or order, and if there is more than one, Client is a reference to each Client jointly and severally.

 1.3 “Service” means all Services or combination of Services and Works, supplied by ASSURANCE DIGITAL to the Client at the Client’s request from time to time (where the context so permits the terms Goods, Services, Materials and Works shall be interchangeable with each other), and as specified by and agreed between the parties.

1.4 “Price” means the Price payable for the Service as agreed between ASSURANCE DIGITAL and the Client.

1.5 Words importing the singular shall include the plural and vice versa.

1.6 Words importing any gender include all genders.

1.7 Any reference to any person includes that person’s executors, administrators, agents, assigns or, being a company, its successors or permitted assigns.

1.8 Words describing individuals include companies and bodies corporate and vice versa.

2. Acceptance

2.1 The Client is taken to have expressly accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client accepts the Proposal provided contemporaneously with these Terms by making a payment to ASSURANCE DIGITAL.

2.2 These terms and conditions may only be amended with ASSURANCE DIGITAL’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and ASSURANCE DIGITAL.

2.3 In the event that:

(a) the Client requests a variation (requiring written details from the Client);

(b) an unforeseeable problem occurs or is discovered, requiring a variation; or

(c) a variation is made; ASSURANCE DIGITAL will give the Client a written variation document detailing the Service, the Price, the estimated time to undertake the variation, and the likely delay, if any and require written acceptance of the variation before commencing work on the variation.

3. Price and Payment

3.1 Unless otherwise agreed by the Parties in writing, the Client accepts to subscribe to the Services for a period of either upfront payment, 6 or 12 months payments. These amounts will be billed to the Client upfront in advance or on a monthly basis, unless otherwise agreed.

3.2 All one-off services, such as consulting & training, will be billed in advance and require payment within 7 days of the date of the invoice, unless otherwise agreed. Once payment is received, work will begin.

3.2.1 If payment is not received at least 24 hours before the intended consulting or training date and time, ASSURANCE DIGITAL will not provide the Consulting or Training Services.

3.2.2 Any work performed by ASSURANCE DIGITAL for the Client outside the scope of the Agreement and Proposal incurs a charge of $250.00 for a minimum of one (1) hour unless otherwise agreed.

3.2.3. The client agrees to pay and acknowledges that any work outside the scope of the Agreement and Proposal in excess of one (1) hour is charged on an hourly basis at a rate of $250.00 per hour.

3.2.4. The client agrees to pay for fees occurring outside the scope of the Agreement and Proposal within 7 days of the date of the invoice, unless otherwise agreed.

3.3 Hosting services will be billed on an annual basis in advance, unless otherwise agreed.

3.4 At ASSURANCE DIGITAL’s sole discretion the Price shall be either:

(a) as indicated by the Proposal provided by ASSURANCE DIGITAL, valid for the period stated in the Proposal or otherwise for a period of thirty (30) days; or

(b) on any invoice provided by ASSURANCE DIGITAL to the Client, payable within 7 days.

3.5 ASSURANCE DIGITAL reserves the right to change the Price if a variation to ASSURANCE DIGITAL’s Proposal is requested. Any variation from the plan of scheduled Services or specifications of the Service will be charged for on the basis of ASSURANCE DIGITAL’s Proposal and will be shown as variations on the invoice.

3.6 Time for payment for the Service being of the essence, the Price will be payable by the Client in advance, in full, upon completion of the Service or issuance of an invoice, as agreed. At ASSURANCE DIGITAL’s sole discretion, time for payment may alternatively be:

(a) 7 days from the date of any invoice provided;

(b) by way of instalments/progress payments as agreed in writing between the Parties to this agreement; or

(c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by ASSURANCE DIGITAL.

3.7 Payment may be made by cash or electronic/on-line banking (EFT) or by any other method as agreed to between the Client and ASSURANCE DIGITAL.

3.8 Unless otherwise stated the Price excludes GST. In addition to the Price the Client must pay to ASSURANCE DIGITAL an amount equal to any GST ASSURANCE DIGITAL must pay for any supply by ASSURANCE DIGITAL under this or any other agreement for the sale of the Service. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

3.9 ASSURANCE DIGITAL and the Client agree that the terms of this Agreement will not be finalised until:

(a) the Client has paid ASSURANCE DIGITAL all amounts owing to ASSURANCE DIGITAL; and

(b) the Client has met all of its other obligations to ASSURANCE DIGITAL.

3.10 Receipt by ASSURANCE DIGITAL of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared, or recognised, and until then ASSURANCE DIGITAL’s rights and ownership in relation to the Service, and this agreement, shall continue.

3.11 ASSURANCE DIGITAL reserves the right to change, modify, increase or decrease pricing at anytime. This applies to all existing and new monthly billing, all existing products, all services, website hosting and support, digital marketing services and any other existing or new services. We will advise you of these changes in writing providing 30 days notice.

3.12 ASSURANCE DIGITAL may run special offers and promotions from time to time for new customers. These special offers and promotions are subject to these terms and conditions and include an expiry date clearly detailed on the promotion itself. You agree to pay ASSURANCE DIGITAL in full for all special offers and promotions as per your signed agreement with us. ASSURANCE DIGITAL reserves the right to modify pricing and inclusions, change or remove special offers and promotions completely and at any time. Customers who purchase special offers and promotions will be billed accordingly and the special offer and promotion billing period will end on the specified date as per the agreement or continue billing afterwards month to month as agreed for specific recurring products. In the event that the special offer and promotion is withdrawn or no longer able to be fulfilled, you will be notified in writing within 30 days of any changes occurring and provided with alternative website development works equal to the value of the package you purchased to finalise the agreement in full. ASSURANCE DIGITAL makes no guarantees that these special offers and promotions will lead to an increase in sales or business and the Client will not hold ASSURANCE DIGITAL liable for any damage or loss regarding this. ASSURANCE DIGITAL accepts no liability for any losses or damages from special offers or promotions provided.

4. Social Media and/or Email Marketing & Management

4.1 For services related to Social Media Marketing, Email Marketing and Management, ASSURANCE DIGITAL agrees to promote and/or handle the Client’s social media pages, including Facebook, Instagram, LinkedIn, Pinterest, Google My Business and Twitter, or provide marketing services and advertising by Email, according to the terms of the Proposal.

4.2 The Client acknowledges and accepts that each Social Media platform and company has individual terms and conditions and each reserve the right to refuse or take down an advertisement at any time in accordance with those terms and conditions. ASSURANCE DIGITAL will take all reasonable steps to advise the Client regarding these terms and how to structure advertisements accordingly, however ASSURANCE DIGITAL makes no warranty or guarantee as to whether the advertisement will be accepted or not. In such circumstances where an advertisement is refused or removed, this does not negate ASSURANCE DIGITAL’s fees.

4.3 ASSURANCE DIGITAL makes no guarantees that Social Media Marketing or Management will lead to an increase in sales or business and the Client will not hold ASSURANCE DIGITAL liable for any damage or loss regarding this.

4.4 The Client acknowledges that ASSURANCE DIGITAL reserves the sole right of refusal regarding content sent via email and may utilise its absolute discretion as to any content that may be viewed as inappropriate, illegal or otherwise in breach of this Agreement.

4.5 Social Media Management terms are fixed at a minimum of 6 months, unless otherwise agreed, continuing thereafter on a monthly basis.

ASSURANCE DIGITAL schedules Social media posts in advance using third party software and requires 30 days written notice in order to terminate Social Media Management services. If services are terminated within the initial 6-month period, the remainder of the period will become due and payable upon termination.

4.6 Each Social Media platform may have individual invoices produced for the services they provide, separate from or as a result of ASSURANCE DIGITAL’s Services. The Client accepts that they are solely liable for these invoices and ASSURANCE DIGITAL accepts no responsibility towards the same. If these invoices remain unpaid, the services will likely cease. In such a circumstance, ASSURANCE DIGITAL’s fees will remain due and payable.

5. Digital Advertising

5.1 For services relating to Digital Advertising, ASSURANCE DIGITAL agrees to provide management services of Google Ads, Facebook and/or other related pages including, but not limited to, LinkedIn, Instagram, Bing Ads for the purposes of Advertising the business.

5.2 The Client authorises ASSURANCE DIGITAL to create and/or have access to all relevant accounts for the purpose of undertaking these Services.

ASSURANCE DIGITAL warrant that reasonable care and precautions will be undertaken with regards to conduct and privacy.

5.3 When creating Google Ads, Google Analytics, Google Search Console, Google My Business, Bing Webmaster Tools or Bing Ads accounts, ASSURANCE DIGITAL will remain the owner of all data associated until the Client has paid ASSURANCE DIGITAL all amounts owing to ASSURANCE DIGITAL. At ASSURANCE DIGITAL discretion, we may provide reports or administrative access once the Client has met all its other obligations to ASSURANCE DIGITAL, including but not limited to, payment of all accounts. Only ASSURANCE DIGITAL has direct access and ownership of accounts and data.

5.4 The Client accepts that each company through which advertising is undertaken applies their own Terms and Conditions and the Client agrees to be bound by the same. ASSURANCE DIGITAL provide no warranty or guarantee as to the content request by the Client being accepted by the hosting Company and ASSURANCE DIGITAL makes no warranty or guarantee that these services will definitively generate or increase business and/or earnings.

5.5 Digital Advertising minimum terms are fixed at a minimum of 6 months, unless otherwise agreed, continuing thereafter on a monthly basis. ASSURANCE DIGITAL requires 30 days written notice in order to terminate any Google Ads and Bing Ads services. ASSURANCE DIGITAL will build the Client’s digital advertising campaigns in advance and off-line. If services are terminated within the initial 6- month period, the remainder of the period will become due and payable upon termination.

5.5.1 The Client agrees to provide ASSURANCE DIGITAL with at least 10 working days’ notice for ad campaigns to be created.

5.5.2 The Client agrees to pay ASSURANCE DIGITAL $250.00 if the Client desires the creation of ad campaigns before 10 working days’ notice is given to ASSURANCE DIGITAL.

5.6 The Client agrees and acknowledges that Digital Advertising networks and providers including, but not limited to, Google, Microsoft, Facebook, Instagram, LinkedIn and Snapchat (collectively referred to as Providers) may from time to time exceed the Client’s agreed monthly budget or daily budget, and that the client, is solely responsible for payment of Digital Advertising fees charged by provider(s).

5.7 ASSURANCE DIGITAL makes no warranty that Digital Advertising will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

6. Website Design & Hosting

6.1 For services relating to Website Design & Hosting, ASSURANCE DIGITAL agrees to design and develop a website and/or landing page for the Client, in accordance with the Proposal, and/or to host the same for the Client. Where the Client’s website is hosted with another hosting company, ASSURANCE DIGITAL will at the Client’s request, transfer the Client’s website hosting to ASSURANCE DIGITAL’s servers which may be charged at $250 per hour unless otherwise agreed.

6.2 Such Services require a one-off payment by the Client in relation to the design, and/or an annual Hosting fee. The hosting fee and any related transfer fees are non-refundable. ASSURANCE DIGITAL will provide 7 days’ notice at the end of the period for the next annual payment to be applied.

6.3 Once engaged, ASSURANCE DIGITAL will provide the final drafts to the Client and will undertake any required changes on up to two (2) occasions. Any further revisions may incur additional fees at ASSURANCE DIGITAL’s sole discretion.

 6.4 Once approved by the Client, any further changes or variations requested will be considered outside of the original Proposal and further fees will be applied.

6.5 Where approval deadlines apply, the Client agrees to adhere to these deadlines. ASSURANCE DIGITAL accepts no liability for loss or damage caused by the Client’s delay.

6.6 Hosting fees must be paid prior to the commencement of the Services and, upon renewal, within 7 days of the relevant invoice being received. If the Client fails to comply with this clause, ASSURANCE DIGITAL reserves the right to suspend or cancel all hosting services.

6.7 Hosting services may be cancelled by the Client at any time, however, cancellation will not negate liability to any Fees that become due prior to or in the course of cancellation.

6.8 Where maintenance including backups, rollbacks, updates or server replacements are required, the Client accepts that this may cause scheduled or unscheduled downtime for the website. For any scheduled maintenance, ASSURANCE DIGITAL will provide no less than 24 hours’ notice to the Client of the maintenance, and the cause for it. In circumstances where unexpected maintenance is required, ASSURANCE DIGITAL will take all reasonable steps to notify the Client as soon as possible, and to complete the work in a timely manner. ASSURANCE DIGITAL accepts no liability for losses or damages arising from any periods of suspension of hosting due to maintenance or required updates.

6.9. The Client acknowledges and agrees that website hosting and any Content uploaded, stored, published and displayed on the website(s) are in compliance with this agreement and all applicable laws, including laws of the jurisdiction where the Service or Content is uploaded, hosted, stored, accessed or used. The Client shall implement any restrictions necessary in order to prohibit use of the Services by any third party or in any jurisdiction, as required to comply with such laws.

6.10 ASSURANCE DIGITAL accepts no responsibility for any website hosting downtime including malware, denial of service (DOS), distributed denial of service (DDOS, or misuse of website hosting resources by the Client or their respective end user(s).

6.11 The Client agrees and acknowledges that website hosting may at ASSURANCE DIGITAL’s discretion be provided by a trusted thirty party and the Client agrees to be bound by their respective terms and conditions which are available on request.

6.12 Website templates used for the creation of website and marketing services may not be transferrable to other external providers or website platforms, requiring a complete rebuild in order to move your website content to another provider. ASSURANCE DIGITAL will assist with cancellation requests and/or domain transfers however cannot be held accountable for charges relating to rebuilding websites and or landing pages with other providers with the intent of moving your website and website content away from ASSURANCE DIGITAL.

7. Search Engine Optimisation (SEO)

7.1 For services relating to SEO, ASSURANCE DIGITAL agrees to optimise the Client’s website according to the Proposal. The exact optimisation details and timelines will be outlined within the Proposal. ASSURANCE DIGITAL will use best practices to achieve the ranks and optimisations as proposed.

7.2 You expressly agree that entering or using ASSURANCE DIGITAL is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of ASSURANCE DIGITAL is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.

7.3 ASSURANCE DIGITAL makes no warranty that ASSURANCE DIGITAL will meet your requirements, or that ASSURANCE DIGITAL will be uninterrupted, timely, secure, or error free; ASSURANCE DIGITAL makes no representations as to the suitability of the information available on or through ASSURANCE DIGITAL, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness, or currency.

7.4 ASSURANCE DIGITAL makes no warranty that a Search Engine Optimisation campaign will generate any increase in sales, business activity, profits, or any other form of improvement for your business or any other purpose.

7.5 ASSURANCE DIGITAL makes no warranty that a Search Engine Optimisation campaign will lead to any clicks to your business or other information.

7.6 ASSURANCE DIGITAL makes no warranty that a Search Engine Optimisation campaign will lead to consistent exposure of your business or your keywords during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). All such information on the user-amended sites is provided by the users.

7.7 The information available on or through ASSURANCE DIGITAL user amended sites is not reviewed, controlled, or examined by ASSURANCE DIGITAL in any way before it appears on ASSURANCE DIGITAL.

7.8 ASSURANCE DIGITAL does not endorse, verify, or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).

7.9 ASSURANCE DIGITAL does not warrant or guarantee: that any information available on or through ASSURANCE DIGITAL will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminative or destructive properties; that the information available on or through ASSURANCE DIGITAL will not contain adult-oriented material, or material which some individuals may deem objectionable; or that the functions or services performed by or through ASSURANCE DIGITAL will be uninterrupted or error-free, or that defects in ASSURANCE DIGITAL will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.

7.10 SEO performance guarantees will not apply to a new domain or any domains as part of any SEO work.

7.11 The Client accepts that optimisation does not guarantee an increase in business or sales and ASSURANCE DIGITAL accepts no liability for any loss or damage incurred as a result of the optimisation. SEO guarantees extend only to ensuring search results and key phrases and the Client accepts that, outside of the optimisation, there are many factors outside of ASSURANCE DIGITAL’s control, that may affect the SEO performance, including website content, website management systems, toxic links to the website, penalties imposed directly by Google or poor server status. Google determines ranking outcomes which may be outside the control of ASSURANCE DIGITAL.

7.12 The Client also acknowledges that Google frequently updates the search algorithm, which may have varying effects on ASSURANCE DIGITAL’s SEO and the Client’s website rankings. For the duration of the agreement, ASSURANCE DIGITAL will do all reasonable things to rectify or amend the SEO to align with Google’s new or updated requirements, however, makes no guarantees during times of change. In all such circumstances, ASSURANCE DIGITAL may continue to inform and update the Client regarding the changes and work to assist for ranking improvements.

7.13 If the Client’s website receives a penalty from Google, either automatically or manually, it may be necessary for the Client to change domains in order to release this penalty. If ASSURANCE DIGITAL provides this advice and the Client chooses not to accept it, the Client accepts responsibility for any loss in website traffic including clicks, impressions, click through rate and search engine rank positions.

7.14 SEO minimum terms are fixed at either 6 or 12 months minimum commitment, unless otherwise agreed, continuing thereafter on a monthly basis. ASSURANCE DIGITAL requires 30 days written notice in order to terminate SEO services. If services are terminated within the initial 12-month period, the remainder of the period will become due and payable upon termination.

8. Compliance with Laws and Limitation Liability

 8.1 The Client and ASSURANCE DIGITAL shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable, including any work health and safety (WHS) laws relating to the relevant industry and any other relevant safety standards or legislation.

8.2 Other than expressly required by law, ASSURANCE DIGITAL excludes all representations, warranties or terms, either express or implied, other than those expressly provided for within this Agreement, the Proposal or any Invoice. ASSURANCE DIGITAL excludes all liability with regards to loss of data, interruption of business or any consequential or incidental damage or loss.

9. Intellectual Property

9.1 Where ASSURANCE DIGITAL has developed code software, or proprietary script, designed, drawn, written plans or a schedule or developed a Service for the Client, or created any products for the Client, then the copyright in any designs, drawings, plans, schedules, products and documents shall remain vested in ASSURANCE DIGITAL, and shall only be used by the Client at ASSURANCE DIGITAL’s discretion, until all relevant invoices have been paid by the Client.

9.2 Upon payment of invoices, any designs, websites, all intellectual property and copyright or anything else as referred to in Clause 9.1 will transfer wholly to the Client.

9.3 Where such designs or other content have been provided by the Client to ASSURANCE DIGITAL, the Client warrants that they own the intellectual property and have the right to distribute the same, that the content does not infringe any other parties’ intellectual property rights, that the content is not unlawful, fraudulent or in any other way violates applicable laws and regulations, including those of defamation, and that it does not contain any malicious software or other programs that may cause harm to software or hardware of others.

9.4 The Client warrants that all designs, specifications or instructions given to ASSURANCE DIGITAL will not cause ASSURANCE DIGITAL to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify ASSURANCE DIGITAL against any action taken by a third party against ASSURANCE DIGITAL in respect of any such infringement.

9.5 The Client agrees that ASSURANCE DIGITAL may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Service which ASSURANCE DIGITAL has created for the Client.

9.6 ASSURANCE DIGITAL reserves its sole and absolute right to decline content that it views as inappropriate or in anyway in breach of this agreement.

10. Confidential Information

10.1 The Parties hereby irrevocably covenant to:

(a) Not use any confidential information for any purpose unless expressly permitted by this agreement or required by law;

(b) Not disclose any Confidential Information to any person or party not a party to this Agreement, other than as strictly necessary by law or with express written permission of the other party; and

10.2 A party may disclose Confidential Information to employees, advisors or subcontractors engaged specifically for the purpose of this Agreement, to the extent necessary for them to know the purpose of the Agreement. Any such parties must also agree to be bound by the terms of confidentiality of this Agreement.

11. Default and Consequences of Default

11.1 Where an invoice has remained unpaid for 14 business days, a reminder will be sent to the Client, in writing, and an administration fee may apply. If the invoice remains unpaid after the reminder has been provided, solicitors or collection agents may be engaged, and the Client agrees to indemnify ASSURANCE DIGITAL for any and all reasonable collection costs (in accordance with clause 11.3).

11.2 Interest on overdue invoices shall accrue daily from the date that payment was due, until the date of payment, at a rate of five percent (5%) per annum pro rata, after as well as before any judgment.

11.3 If the Client owes ASSURANCE DIGITAL any money the Client shall indemnify ASSURANCE DIGITAL from and against all costs and disbursements incurred by ASSURANCE DIGITAL in recovering the debt (including but not limited to collection fees, legal costs on a solicitor and own client basis, ASSURANCE DIGITAL’s contract default fee, Court or any other institution filing fees and bank dishonour fees).

11.4 Without prejudice to any other remedies ASSURANCE DIGITAL may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions ASSURANCE DIGITAL may suspend or terminate the supply of Service to the Client.

ASSURANCE DIGITAL will not be liable to the Client for any loss or damage the Client suffers because ASSURANCE DIGITAL has exercised its rights under this clause.

11.5 Without prejudice to ASSURANCE DIGITAL’s other remedies at law ASSURANCE DIGITAL shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to ASSURANCE DIGITAL shall, whether or not due for payment, become immediately payable if:

(a) any money payable to ASSURANCE DIGITAL becomes overdue, or in ASSURANCE DIGITAL’s opinion the Client will be unable to make a payment when it falls due;

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

(d) the Client suffers a lack of capacity through mental illness such that they are unable to fulfil their obligations pursuant to this agreement.

(e) the Client engages another consultant, individual, or business that provides similar services to the Client without ASSURANCE DIGITAL’s express permission.

11.6 This Clause shall continue in force and effect and be enforceable against the Client, and their successor(s), assignee(s), legal personal representatives notwithstanding their death, insolvency, termination of this Agreement or any other event.

12. Termination

12.1 ASSURANCE DIGITAL may terminate any contract to which these terms and conditions apply or cancel the Service at any time before the Service is provided or delivered by giving notice to the Client. On giving such notice ASSURANCE DIGITAL shall invoice the Client for any work completed up to that point and any materials purchased. ASSURANCE DIGITAL shall not be liable for any loss or damage whatsoever arising from such termination.

12.2 The Client may terminate any agreement or Service by providing 30 days written notice to ASSURANCE DIGITAL before the next billing date otherwise the agreement will roll for another month. However, each subscription Service has an initial period of at least 6 months unless otherwise agreed in a proposal or in writing, converting to a monthly basis thereafter. If termination occurs during this initial period, the remainder of the period is still payable and will become due immediately after termination.

13. General

13.1 The failure by ASSURANCE DIGITAL to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect ASSURANCE DIGITAL’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

13.2 These terms and conditions and any contract to which they apply shall be governed by the laws of South Australia, the state in which ASSURANCE DIGITAL has its principal place of business and are subject to the jurisdiction of the courts in that state.

13.3 Except as otherwise provided for in these terms and conditions, ASSURANCE DIGITAL shall be under no liability whatsoever to the Client for any indirect and/ or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by ASSURANCE DIGITAL of these terms and conditions (alternatively ASSURANCE DIGITAL liability shall be limited to damages which under no circumstances shall exceed the Price).

13.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by ASSURANCE DIGITAL nor to withhold payment of any invoice because part of that invoice is in dispute.

13.5 ASSURANCE DIGITAL may license or sub-contract all or any part of its rights and obligations without the Client’s consent. ASSURANCE DIGITAL will endeavour to notify the Client of such license or sub-contracting; however, it is not obliged to do so.

13.6 ASSURANCE DIGITAL will not be liable for any loss or damage to any person or property caused by a third party who has been licensed or sub-contracted by them unless such person is wholly a part of ASSURANCE DIGITAL’s business.

13.7 ASSURANCE DIGITAL makes no assertion to, nor will they be liable for any claims regarding the quality of work provided by any licensed or sub-contracted party, unless such person is wholly a part of ASSURANCE DIGITAL’s business.

13.8 The Client agrees that ASSURANCE DIGITAL may amend these terms and conditions at any time. Updated terms and conditions can be found on invoices sent each month and also on the website. The Client will be taken to have accepted such changes if the Client makes a further request for ASSURANCE DIGITAL to provide Services to the Client or payment of the invoice.

13.9 Neither party shall be liable for any delay or default due to any act of God, war, terrorism, strike, lock-out, pandemics industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

13.10 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.

13.11 Severance

13.11.1 If any provision of these Conditions are not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.

13.11.2 If any part of these Conditions is invalid or unenforceable, that part is deleted, and the remainder of the Conditions remains effective.