1. Introduction

1.1 Welcome to Digital Assembly

Welcome to Digital Assembly. These Terms and Conditions (“Terms”) govern your use of our services and your relationship with us. We appreciate the trust you place in us and are committed to maintaining that trust through clear, transparent, and fair terms of service.

1.2 Purpose of this Document

This document outlines the terms of our professional relationship and the services we provide. It is designed to protect both your interests and ours, ensuring a clear understanding of our mutual obligations, the services we offer, and the expectations inherent in our professional engagements.

1.3 Services Covered

These Terms apply to all services provided by Digital Assembly, including but not limited to:

• Search Marketing (encompassing Search Engine Optimisation and Google Ads)
• Website Development
• Software Development (systems) Each of these services may have additional specific terms, which are detailed in later sections of this document.

1.4 Acceptance of Terms

By engaging Digital Assembly for any of our services, you (“the Client”) acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1.5 Updates to Terms

We may update these Terms from time to time to reflect changes in our services, business practices, or legal requirements. We will notify you of any significant changes. Your continued use of our services after such changes constitutes your acceptance of the updated Terms.

1.6 Relationship to Other Agreements

These Terms form the basis of our relationship. For specific projects or services, any modifications or additions to the scope of work will be documented as addendums in the Client Agreement. In the event of any conflict between these Terms and the terms outlined in any addendum, the provisions of the addendum shall govern for the specific project or service.

2. Definitions

For the purpose of these Terms and Conditions, the following terms shall have the meanings set out below:

1. “Agreement” refers to these Terms and Conditions, including any amendments, accepted proposals and additional terms specific to individual services.
2. “Digital Assembly”, “we”, “us”, or “our” refers to Digital Assembly Group PTY LTD (ABN: 26 606 775 839), its employees, contractors, agents, and any affiliates involved in delivering services.
3. “Client”, “you”, or “your” refers to any individual, company, or entity that engages Digital Assembly for the provision of services.
4. “Services” refers to the range of digital marketing and related services provided by Digital Assembly, including but not limited to search marketing, website development, and software development.
5. “Search Marketing” encompasses both Search Engine Optimisation (SEO) and Search Engine Marketing (SEM) services, including Google Ads management.
6. “Website Development” refers to the design, creation, and implementation of websites for Clients.
7. “Software Development” refers to the design, creation, implementation, and maintenance of custom software system solutions for Clients.
8. “Project” refers to any specific task, campaign, or initiative undertaken by Digital Assembly for the Client as part of the Services.
9. “Deliverables” refers to all products, documents, reports, software, websites, or other materials developed by Digital Assembly and provided to the Client as part of the Services.
10. “Intellectual Property” includes but is not limited to copyrights, patents, trademarks, trade secrets, designs, logos, and other proprietary rights.
11. “Confidential Information” refers to any information disclosed by either party during the course of the Agreement that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
12. “Force Majeure Event” refers to any event beyond the reasonable control of either party, including but not limited to acts of God, war, terrorism, riots, fire, flood, earthquake, epidemics, power outages, and labour disputes.
13. “Change Request” refers to any request by the Client for changes to the agreed scope of Services.
14. “Acceptance Criteria” refers to the standards or requirements that Deliverables must meet, as agreed upon by Digital Assembly and the Client.
15. “Effective Date” refers to the date on which these Terms and Conditions come into effect, typically the date when the Client engages Digital Assembly for Services.

3. General Terms

3.1 Appointment

By engaging Digital Assembly, the Client appoints us to provide the Services as outlined in the specific service agreement or proposal. This appointment is subject to these Terms and Conditions and any additional terms agreed upon in writing.

3.2 Obligations of Digital Assembly

Digital Assembly commits to:

1. Provide the Services with reasonable care, skill, and diligence in accordance with industry standards.
2. Employ qualified personnel to perform the Services.
3. Make reasonable efforts to meet agreed-upon deadlines and milestones.
4. Communicate regularly with the Client regarding the progress of the Services.
5. Comply with all applicable laws and regulations in the performance of the Services.

3.3 Amendments

Any amendments to this Agreement or the scope of Services must be made in writing and agreed upon by both parties. Digital Assembly reserves the right to adjust fees and timelines in response to any amendments requested by the Client.

3.5 Assignment and Delegation

Digital Assembly may assign rights or delegate duties under this Agreement to subcontractors or other parties. In such cases, Digital Assembly remains liable for the work performed and will ensure all confidentiality and quality standards are maintained.

3.6 Dispute Resolution

Any disputes arising from this Agreement will first be attempted to be resolved through good-faith negotiations. If unsuccessful, the parties agree to submit to mediation before resorting to arbitration or litigation.

3.7 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Victoria, Australia. Any legal proceedings shall be brought in the courts of Victoria, Australia.

3.8 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

3.9 Entire Agreement

This Agreement, along with any associated Service-Specific Terms and written proposals or agreements, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

3.11 Force Majeure

Digital Assembly will not be liable for any failure or delay in its services due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, earthquake, epidemics, power outages, and labour disputes.

3.12 Fees and Payment

3.12.1 Variable Client Pricing: Fees for services will be based on the individually agreed-upon budget detailed in the Client Agreement. 

3.12.2 Non-Payment Consequences: In cases of late payment, Digital Assembly reserves the right to apply late fees, suspend or cancel services, and charge for any reasonable legal or debt collection costs incurred. 

3.12.3 GST and Taxes: All fees are exclusive of GST and other applicable taxes. Clients are responsible for any additional taxes as per legal requirements.

3.13 Termination

3.13.1 Pro-Rata Billing upon Termination: In cases where termination occurs mid-cycle, the Client will be invoiced on a pro-rata basis for services provided up to the effective termination date. 

3.13.2 Obligations upon Termination: All work will cease upon termination, and the Client will be responsible for payment of any pro-rata fees. Any advance payments for services not rendered will be proportionally refunded. 

3.13.3 Post-Termination Confidentiality: Confidentiality obligations will continue to apply even after the termination of the agreement. 

3.13.4 Return or Destruction of Materials: Upon termination, Digital Assembly will handle the client’s confidential materials as per their instructions, either returning or securely destroying them.

3.14 Indemnification

3.14.1 Client Indemnification: The Client agrees to indemnify, defend, and hold harmless Digital Assembly, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising from or related to:

1. The Client’s use of the Services;
   1. The Client’s violation of any term of this Agreement;
   2. The Client’s violation of any third-party right, including without limitation any copyright, property, or privacy right;
   3. Any claim that the Client’s content caused damage to a third party.

This indemnification obligation will survive the termination or expiration of this Agreement.

3.14.2 Digital Assembly Indemnification: Digital Assembly agrees to indemnify, defend, and hold harmless the Client, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising from or related to:

1. Digital Assembly’s gross negligence or willful misconduct in providing the Services;
2. Digital Assembly’s violation of any term of this Agreement;
3. Any claim that Digital Assembly’s services directly infringe or misappropriate any third party’s intellectual property rights.

This indemnification obligation will survive the termination or expiration of this Agreement.

3.14.2 Indemnification Procedure: The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement. The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim at the indemnifying party’s expense.

3.14.4 Limitation: Notwithstanding the foregoing, Digital Assembly’s total liability under its indemnification obligations shall be subject to the limitation of liability set forth in Section 8.2 of this Agreement.

3.15 Non-Liability for Machine-Generated Content

3.15.1 Use of AI and Algorithms: The Client acknowledges that Digital Assembly may use artificial intelligence, machine learning algorithms, or other automated systems in the provision of its services, including but not limited to Search Marketing, Website Development, and Software Development.

3.15.2 Disclaimer of Liability: Any content, recommendations, or outputs produced by our services may undergo processing using natural language algorithms, machine learning models, or other automated systems. While Digital Assembly strives for accuracy and quality, we do not warrant the completeness, accuracy, or reliability of such machine-generated content.

3.15.3 Potential Inaccuracies: The Client understands and agrees that, in rare instances, this processing may lead to the generation of inaccurate, incomplete, or misleading content. This may include, but is not limited to, false or misleading text, inaccurate data interpretations, incorrect recommendations, or erroneous code snippets.

3.15.4 Waiver of Liability: Digital Assembly does not accept responsibility or liability for any false claims, untrue statements, inaccurate advice, false citations, or any other inaccuracies that may be produced by said processing. The Client agrees to independently verify any critical information or recommendations provided through our services.

3.15.5 Client Responsibility: The Client is responsible for the final review, approval, and use of any content, recommendations, or outputs provided by Digital Assembly, regardless of whether they have been processed by automated systems.

3.15.6 Indemnification: The Client agrees to indemnify and hold Digital Assembly harmless from any claims, damages, or losses arising from the use of machine-generated content provided as part of our services, as per the indemnification clause in section 3.14 of this Agreement.

3.16 Client Responsibilities (General)

3.16.1 Timely Information: The Client agrees to provide all necessary information, data, and materials required for Digital Assembly to perform the Services in a timely manner. 

3.16.2 Feedback: The Client agrees to review and provide feedback on deliverables within agreed-upon timeframes. 

3.16.3 Compliance: The Client agrees to comply with all applicable laws and regulations related to their business and use of the Services.

4. Specific Service Terms

4.1 Search Marketing (SEO and Google Ads)

4.1.1 Scope of Services

4.1.1.1 Search Engine Optimisation (SEO) 

Digital Assembly will provide search engine optimisation services and strategy to the Client, including the following:

1. Improve Website Visibility: Increase the Client’s website’s overall online visibility and performance through Google’s search engine using white-hat SEO techniques.
2. Website Restructuring: Restructure the website (where needed) for improved SEO performance, ensuring optimal user experience and mobile optimization.
3. Keyword Strategy: Work with the client to identify high competition and long-tail keywords to deliver optimal ROI, including voice search optimization.
4. Top 10 Rankings: Aim to achieve Top 10 rankings through Google’s search engine for agreed-upon keywords.
5. Organic Traffic: Increase website visitor volumes from organic search traffic, including local SEO strategies where applicable.
6. Sustainable Rankings: Build sustainable long-term natural search rankings.
7. Content Creation: Content will be created when deemed necessary as part of a SEO strategy. Any blog content or additional content marketing initiatives will only be developed if specifically detailed and agreed upon in the Client Agreement.
8. Technical SEO: Suggest and implement any relevant technical changes to the client’s website for enhanced SEO performance, including Core Web Vitals.
9. Reporting: Provide regular reports detailing key performance indicators, to be agreed upon with the client.
10. Monitoring and Analysis: Continually monitor and analyse website performance for SEO opportunities as per best practice, including actionable changes based on analytical findings.

4.1.1.2 Search Engine Marketing (Google Ads) 

Digital Assembly will provide search engine marketing strategy, including the following:

1. Keyword Research: Conduct comprehensive keyword research to ensure the campaign meets its goals and targets, including negative keywords management.
2. Budget Management & Cost Analysis: Provide budget management within the monthly campaign performance reports.
3. Ad Copy: Research and write initial ads, with ongoing A/B testing and gradual improvement based on data and client goals.
4. Ad Types and Extensions: Manage various types of ads including Search, Display, and Video, and utilise ad extensions where applicable.
5. Quality Score: Focus on optimising for Quality Score to improve ad performance and reduce costs.
6. Ongoing Optimisation: Continually optimise the entire campaign in line with agreed client goals and conversations with the Account Manager.
7. Landing Pages: When applicable, provide landing page consultations based on the campaign’s ROI performance, including A/B testing.

4.1.2 Client Responsibilities

The Client agrees to:

1. Provide timely access to necessary website assets, analytics accounts, and advertising platforms.
2. Implement recommended changes to the website in a timely manner, or allow Digital Assembly to make such changes.
3. Provide necessary information about their business, target audience, and goals.
4. Review and approve ad copy, keywords, and other campaign elements in a timely manner.
5. Maintain a suitable budget for advertising spend, separate from Digital Assembly’s management fees.

4.1.3 Performance Metrics

Digital Assembly will provide regular reports on relevant key performance indicators (KPIs). While Digital Assembly will use best efforts to improve these KPIs, specific rankings or performance results cannot be guaranteed due to the nature of search engines and online advertising platforms.

4.1.4 Third-Party Platforms

The Client acknowledges that SEO and Google Ads services rely on third-party platforms (e.g., Google) that are beyond Digital Assembly’s control. Changes to these platforms’ algorithms, policies, or functionality may impact the effectiveness of our services, and Digital Assembly cannot be held liable for such changes.

4.1.5 Client’s Advertising Content

The Client is ultimately responsible for all advertising content and keywords. The Client warrants that their website and advertising content comply with all applicable laws and regulations, including those related to marketing and advertising practices.

4.1.6 Limitation of Liability

In addition to the general limitation of liability, Digital Assembly is not liable for:

1. Changes in search engine algorithms or policies that may negatively impact rankings or ad performance.
2. Actions taken by advertising platforms, including account suspensions or ad disapprovals.
3. Gradual changes in rankings or performance, which can be a natural part of SEO and paid search advertising.

4.1.7 Service-Specific Payment Terms

4.1.7.1 Monthly Invoicing: Digital Assembly will invoice clients on the 1st of each month for services provided during the upcoming calendar month. If a campaign starts mid-month, the client will receive an initial prorated invoice. 

4.1.7.2 Payment Terms: Payment for each invoice is due within 7 days from the date of issuance. 

4.1.7.3 Advertising Spend: Advertising spend is separate from management fees and will be billed directly to the Client by the advertising platform unless otherwise stated in the Client Agreement.

4.1.8 Service-Specific Termination

4.1.8.1 Notice of Termination: Either party may terminate the agreement with 30 days written notice. 

4.1.8.2 The Client remains responsible for payment of services rendered up to the termination date.

4.1.9 Service-Specific Intellectual Property

4.1.9.1 Campaign Materials: All campaign materials, including but not limited to ad copy, keywords, and campaign structure, created by Digital Assembly remain the intellectual property of Digital Assembly. 

4.1.9.2 Client Data: All client data, including but not limited to customer lists and performance data, remains the property of the Client.

4.1.10 Service-Specific Client Responsibilities

4.1.10.1 Access: The Client agrees to provide necessary access to relevant accounts (e.g., Google Ads, Google Analytics) for the duration of the service. 

4.1.10.2 Compliance: The Client is responsible for ensuring that all advertising content complies with relevant laws, regulations, and platform policies.

4.1.11 Service-Specific Warranties

4.1.11.1 Best Efforts: Digital Assembly warrants that it will use best efforts and follow industry best practices in providing Search Marketing services. 

4.1.11.2 No Guarantee: Due to the nature of search engines and online advertising platforms, Digital Assembly cannot guarantee specific rankings, traffic, or conversion rates.

4.2 Website Development

4.2.1 Project Approach and Scope of Services

1. Copy Creation: Copywriter will review, amend, rework and expand content as required. All work will be completed using best practice SEO techniques based around agreed upon keyword targeting.
2. Development: This involves the bulk of programming work such as CMS installation and configuration, content integration, testing and bug fixes.
3. User acceptance testing on staging site: The website is released to the Client for review and testing on a staging site. Digital Assembly will then seek feedback from the Client to refine the site to meet expectations.
4. Deployment: This includes the launching of the new website, including management of SEO redirection scripting. Post-launch, Digital Assembly will run the live website through final diagnostic checks.

In addition to these phases, our services include:

• Responsive Development: Ensure the website functions well on various devices and screen sizes.
• Functionality Implementation: Develop and integrate specified features and functionalities.
• E-commerce Integration: If applicable, set up e-commerce capabilities including product catalogues, shopping carts, and secure payment gateways.
• Performance Optimisation: Ensure the website loads quickly and efficiently.
• Security Implementation: Set up necessary security measures to protect the website and user data.
• Training: Provide basic training on how to use and manage the website post-launch.

4.2.2 Website Features

Digital Assembly will design/develop the Client website so that it is responsive (smartphone/tablet friendly), looks modern, has good user experience and up to date, relevant and compelling content. The Client’s new website will be built on the open source WordPress CMS platform – enabling ease of content management for non-technical users.

In order to provide fixed pricing Digital Assembly has assumed the website will include the following features:

• Basic pages: Can insert text, links, images. This will be used to build out most pages for the website
• Online forms: Online forms for users to fill in and send

4.2.3 Project Deliverables

The following documents will be delivered to the Client by Digital Assembly progressively throughout the project:

1. Site structure document
2. Site design recommendations
3. Website staging link
4. Client walkthrough video
5. Live website
6. Post-launch install of website analytics software

4.2.4 Site Content

Digital Assembly will extract information to develop content for the site from the following sources as appropriate and in consultation with the Client:

1. Existing website
2. Client supplied materials

For all other pages implemented by Digital Assembly under this agreement, Digital Assembly will:

• Create new content for each page: content that is engaging, informative and relevant for target audiences.
• Provide all copy to the client for review on the staging site.
• Make amendments and revisions based on the Client’s feedback (two rounds of revisions maximum).
• Implement completed content on the Client’s website

4.2.5 Browser Compatibility

The Client’s new website will be built using modern web standards. Digital Assembly will follow industry standards and ensure that the Client’s website will work to specifications in the four major browsing applications (Microsoft Internet Explorer, Mozilla Firefox, Google Chrome, Safari) to their latest version at the date this agreement is signed.

4.2.6 Client Responsibilities

The Client agrees to:

1. Provide clear project requirements, objectives, and any brand guidelines.
2. Supply necessary content (text, images, videos) in a timely manner and in the required format.
3. Review and provide feedback on designs, functionality, and content in a timely manner.
4. Obtain any necessary third-party assets or permissions (e.g., fonts, stock photos, API access).
5. Participate in project meetings and communication as required.
6. Conduct user acceptance testing within the agreed timeframe.
7. Arrange for website hosting, unless hosting services are explicitly included in the project scope.

4.2.7 Project Timeline

The project timeline will be outlined in the project proposal. Timelines may be adjusted due to changes in project scope or delays in client feedback or content provision. Digital Assembly will communicate any anticipated delays promptly and work with the Client to mitigate their impact.

4.2.8 Acceptance and Testing

Digital Assembly will conduct internal testing before presenting the website for client review. The Client will have a 7-day acceptance period to review the website and report any issues. Any issues falling within the original project scope will be addressed at no additional cost. Issues or changes beyond the original scope may incur additional fees.

4.2.9 Warranty Period

Digital Assembly provides a 30-day warranty period after the website launch. During this period, we will fix any bugs or issues related to the original project scope at no additional cost. This warranty does not cover issues caused by client actions, third-party integrations, or force majeure events.

4.2.10 Deployment and Hosting

The Client website hosting will remain with their current provider unless instructed otherwise by Client. In the unlikely event that the existing hosting service is not suitable for the deployment of the Client’s new website, the Client will need to liaise with their current hosting provider to ensure a suitable hosting environment is made available – any costs incurred through this process will be borne to the Client. In the event that your current provider is unable to provide a suitable hosting service, Digital Assembly will assist the Client to source a suitable host. Prior to the deployment of the new website, Digital Assembly will require full administrator access to the Client’s hosting service account including both FTP and MySQL database administrator privileges. Unless specifically included in the project scope, ongoing hosting and maintenance are not part of the website development service. Digital Assembly can provide hosting and maintenance services under a separate agreement if requested.

4.2.11 Support and Maintenance

After the Client website is live there may be ongoing tasks that require additional assistance from Digital Assembly – which may include but are not limited to the addition of new features, applying WordPress core upgrades and contributed plugins updates. All updates will be evaluated on a case-by-case basis and are not covered under the services to be delivered in this agreement.

4.2.12 Third-Party Services and Integrations

The Client is responsible for any third-party fees (e.g., theme licences, plugin costs) unless otherwise specified. Digital Assembly is not liable for any issues arising from third-party services or integrations.

4.2.13 Client Content

The Client is responsible for ensuring they have the right to use all content provided for the website. Digital Assembly is not liable for any copyright infringement or other legal issues arising from client-provided content.

4.2.14 Limitation of Liability

In addition to the general limitation of liability, Digital Assembly is not liable for:

1. Loss of data or damage to the website caused by the Client or third parties.
2. Issues arising from the Client’s failure to implement recommended security measures.
3. Downtime or issues caused by the hosting provider, unless hosting is explicitly provided by Digital Assembly.
4. Any business losses or damages resulting from website downtime or malfunctions.

4.2.15 Service-Specific Payment Terms

Payment will be structured as follows, unless otherwise agreed in writing:

1. 50% deposit due upon project commencement
2. 50% due upon project completion and prior to website launch

4.2.16 Service-Specific Termination

Client Termination:

1. Within 7 days of project acceptance:
   1. The Client may terminate the project with written notice.
   2. The Client is not liable for the final payment of 50% of the agreed-upon amount for web development services.
   3. Any initial payments or deposits made are non-refundable.
   4. The Client waives any right to receive completed work. 
2. After 7 days of project acceptance:
   1. The Client may terminate the project with written notice.
   2. The Client is liable for the full project amount, including the final payment of 50% of the agreed-upon amount for web development services, regardless of project status.
   3. No refunds will be provided under any circumstances once the project has been accepted, except for the waiver of the final 50% payment if the Client terminates within the first 7 days as specified in clause 4.2.16.1.2.

4.2.17 Service-Specific Intellectual Property

4.2.17.1 Custom Code: All custom code developed specifically for the Client’s website becomes the property of the Client upon full payment.

4.2.17.2 Third-Party Elements: Any third-party themes, plugins, or libraries used in the website development remain subject to their respective licences.

4.2.18 Service-Specific Client Responsibilities

4.2.18.1 Content Provision: The Client is responsible for providing all necessary content (text, images, videos) in a timely manner and in the required format.

4.2.18.2 Testing: The Client agrees to participate in user acceptance testing within the agreed timeframe.

4.2.19 Service-Specific Warranties

4.2.19.1 Functionality: Digital Assembly warrants that the website will function in accordance with the agreed-upon specifications.

4.2.19.2 Compatibility: The website will be compatible with the latest versions of major browsers at the time of development.

4.3 Software Development (Systems Development)

4.3.1 Scope of Services

Digital Assembly offers two types of system development services:

1. Project-based services: Defined scope and deliverables as specified in the Client Agreement.
2. Ongoing development services: Continuous development, maintenance, and support as outlined in the Client Agreement.

The specific services, including any required information or resources from the client, will be detailed in the Client Agreement.

4.3.2 Term

1. For project-based services:
   1. The services will commence on the date specified in the Client Agreement.
   2. The project will end on the estimated completion date or upon fulfilment of conditions for service completion as outlined in the Client Agreement.
2. For ongoing development services:
   1. The services will commence on the date specified in the Client Agreement.
   2. The services will continue on a month-to-month basis unless otherwise specified in the Client Agreement.
   3. Either party may terminate the agreement as per the termination clause specified in section 4.3.9.

4.3.3 Client Responsibilities

The Client agrees to:

1. Provide clear project requirements, objectives, and any relevant documentation.
2. Supply necessary content, data, and access to systems in a timely manner.
3. Review and provide feedback on deliverables in a timely manner.
4. Participate in project meetings and communication as required.
5. Conduct user acceptance testing within the agreed timeframe.
6. Comply with all applicable laws and regulations related to their use of the software.

4.3.4 Third-Party Services and Integrations

The Client is responsible for any third-party fees (e.g., API costs, hosting fees) unless otherwise specified. Digital Assembly is not liable for any issues arising from third-party services or integrations.

4.3.5 Acceptance and Testing

Digital Assembly will conduct internal testing before presenting the software for client review. The Client will have a 7-day acceptance period to review the software and report any issues. Any issues falling within the original project scope will be addressed at no additional cost. Issues or changes beyond the original scope may incur additional fees.

4.3.6 “AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service.

4.3.7 Non-Liability Clause for Machine Content

Any content produced by our software or services may undergo processing using natural language algorithms. Though unlikely, at times, this processing can lead to the insertion of false or otherwise misleading text. We do not take responsibility for any false claims, untrue statements, poor advice, false citations, or any and all other inaccuracies that may be produced by said processing.

4.3.8 Service-Specific Payment Terms

1. For project-based services:
   1. The total project fee will be as outlined in the Client Agreement.
   2. Payment structure: 50% deposit due upon project commencement, 50% due upon project completion and prior to final deliverable release.
2. For ongoing development services:
   1. The monthly fee will be as specified in the Client Agreement.
   2. Digital Assembly will invoice clients on the 1st of each month for services provided during the upcoming calendar month. If a campaign starts mid-month, the client will receive an initial prorated invoice. 
   3. Payment for each invoice is due within 7 days from the date of issuance.

4.3.9 Service-Specific Termination

Client Termination:

1. For project-based services:
   1. Within 2 days of project acceptance:
      1. The Client may terminate the project with written notice.
      2. The Client is not liable for the final payment of 50% of the agreed-upon amount for development services.
      3. Any initial payments or deposits made are non-refundable.
      4. The Client waives any right to receive completed work. 
   2. After 2 days of project acceptance:
      1. The Client may terminate the project with written notice.
      2. The Client is liable for the full project amount, including the final payment of 50% of the agreed-upon amount for development services, regardless of project status.
      3. No refunds will be provided under any circumstances.
2. For ongoing development services:
   1. Either party may terminate the agreement with 30 days written notice.
   2. The Client remains responsible for payment of services rendered up to the termination date.

4.3.10 Service-Specific Intellectual Property

4.3.10.1 Custom Software: Unless otherwise agreed, the Client will own the intellectual property rights to custom software developed specifically for them, subject to full payment.

4.3.10.2 Digital Assembly’s Tools: Any proprietary tools, libraries, or frameworks used by Digital Assembly in the development process remain the property of Digital Assembly.

4.3.11 Service-Specific Client Responsibilities

4.3.11.1 Requirements: The Client is responsible for providing clear and detailed requirements for the software development project.

4.3.11.2 Testing and Feedback: The Client agrees to participate in testing phases and provide timely feedback throughout the development process.

4.3.12 Service-Specific Warranties

4.3.12.1 Functionality: Digital Assembly warrants that the developed software will function substantially in accordance with the agreed-upon specifications.

4.3.12.2 Support: For ongoing development services, Digital Assembly will provide support and maintenance as outlined in the service agreement.

5. Change Management

5.1 Request for Changes

Clients may request changes to the scope of services. Such requests should be made in writing and include detailed specifications of the proposed changes.

5.2 Assessment and Approval

Digital Assembly will assess the impact of the requested changes on the project timeline, costs, and deliverables. Any changes to the project will require mutual agreement and may result in adjustments to fees and timelines.

5.3 Implementation of Changes

Upon agreement, Digital Assembly will implement the changes as per the revised plan. All changes will be documented and form part of the unified terms and conditions.

5.4 Client Responsibilities

The client is responsible for timely communication of any changes and must provide all necessary assistance and information to facilitate the change process.

6. Intellectual Property Rights

6.1 Ownership of Work Produced

All work created by Digital Assembly specifically for the Client under this agreement, including designs, code, and written material, will become the property of the Client upon full payment for the relevant services, subject to any limitations specified in the service-specific terms.

6.2 Rights to Use Materials

Digital Assembly retains the right to use any general knowledge, experience, or skills gained during the engagement with the Client in future projects.

6.3 Client-Provided Content

The Client guarantees that all elements of text, images, or other artwork provided are either owned by the Client or that they have permission to use them. The Client will indemnify Digital Assembly from any claim or suit arising from the use of such elements.

6.4 Credit and Promotion

Digital Assembly retains the right to display and link to the completed project as part of its portfolio and to write about the project on websites, in magazine articles, and in books, unless explicitly prohibited in writing by the Client.

6.5 General Intellectual Property Rights

6.5.1 Ownership: Unless otherwise agreed in writing, Digital Assembly retains ownership of all intellectual property rights in any work created, developed, or produced in the course of providing the Services, including but not limited to copyrights, patents, trademarks, and trade secrets.

6.5.2 Licence: Upon full payment of all applicable fees, the Client is granted a non-exclusive, non-transferable licence to use the deliverables for their intended purpose.

6.5.3 Pre-existing IP: Each party retains all rights in any pre-existing intellectual property. No rights to such pre-existing IP are granted other than as explicitly stated in this Agreement.

7. Confidentiality and Privacy

7.1 Data Protection Compliance

Digital Assembly commits to complying with applicable data protection laws in handling any personal or sensitive information obtained in the course of providing services.

7.2 Privacy Policy Adherence

The Client agrees to adhere to Digital Assembly’s privacy policy, which outlines how client data is collected, used, and protected.

7.3 Confidentiality and Proprietary Information

Both parties agree to keep confidential all information received from the other party that is marked as confidential or reasonably should be understood to be confidential. Digital Assembly will not disclose or use Client’s confidential information except as necessary to perform the Services. The Client agrees not to disclose any of Digital Assembly’s proprietary methodologies, processes, or tools without prior written consent. These confidentiality obligations survive the termination of this Agreement.

8. Warranties and General Limitations of Liability

8.1 Warranties

Digital Assembly warrants that it will provide all its services, including search marketing, website development, and software development, with reasonable care and skill in accordance with industry standards. However, due to the nature of these services:

1. No warranties are made regarding the success of marketing campaigns or specific outcomes from SEO or SEM efforts.
2. No guarantees are provided for exact timeframes for website development completions.
3. For software development, while we strive to meet all specified requirements, we cannot guarantee that the software will be entirely free from defects or will operate without interruption.

Digital Assembly does not make any express or implied warranties beyond those stated in this agreement. All services are provided “as is” to the fullest extent permissible by law.

8.2 Limitation of Liability

Digital Assembly’s total liability to the Client for any and all claims arising from or in connection with the services shall be limited to the total fees paid by the Client for the services. Digital Assembly is not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill.

8.3 Service-Specific Limitations

Service-specific limitations of liability are detailed in their respective service sections. These specific limitations take precedence over the general limitation stated in this section for matters relating to those specific services.

9. Miscellaneous

9.1 Assignment

Rights or obligations under this agreement may not be transferred or assigned without written consent from the other party.

9.2 Other Provisions

Any additional provisions or terms specific to the engagement that are not covered elsewhere in this agreement will be detailed here or in the Client Agreement.

10. Notices

All notices under this Agreement must be in writing and sent via email. A notice will be deemed given and received when the recipient confirms receipt of the email.

Notices should be sent to the email address of the party to be notified, as provided in the Client Agreement or as later amended in writing. It is the responsibility of each party to keep their contact email address up to date and to promptly confirm receipt of any notices received.

For the purposes of this Agreement, an automatic email reply does not constitute confirmation of receipt. The recipient must explicitly confirm that they have received and read the notice.

11. Closing Remarks

Digital Assembly values the trust and opportunity provided by our clients. We are committed to delivering high-quality services and fostering a collaborative, transparent relationship. This agreement is a testament to our mutual commitment to excellence and success. We look forward to a productive and positive partnership.