Please read these Terms and Conditions carefully before engaging Digital Tree's services or using our website. By proceeding, you confirm that you have read, understood, and agree to be bound by these Terms.
Digital Tree ABN 31 650 925 959 ("Digital Tree", "we", "us", or "our") is a digital agency based in Australia providing web design and development, brand identity, digital marketing, paid advertising, search engine optimisation (SEO), social media management, and related creative and technical services ("Services").
Our website is located at digitaltree.com.au. References to "Client", "you", or "your" mean the individual or business entity that engages our Services or accesses our website.
These Terms and Conditions apply to all engagements between Digital Tree and the Client. An engagement commences when: (a) the Client accepts a formal proposal or quote issued by Digital Tree; (b) the Client makes a payment toward any Service; or (c) the Client provides written or verbal instruction to proceed.
In the event of any conflict between these Terms and a specific project proposal or agreement, the specific project document takes precedence for the matters it addresses.
Digital Tree will provide the Services described in the agreed project scope, proposal, or statement of work. All deliverables are strictly limited to what is explicitly stated in writing. Any item not expressly included is deemed excluded.
We reserve the right to determine the manner, means, systems, tools, and method of delivering the Services.
Any scope changes requested by the Client after commencement will be strictly treated as variations, subject to additional fees, revised timelines, and formal written approval by Digital Tree prior to implementation.
Silence, delay, or informal discussion does not constitute approval of scope changes.
Digital Tree is not obligated to implement changes outside the original scope.
Digital Tree may engage subcontractors or third-party specialists. The Client acknowledges and consents to this and waives any objection to subcontracting.
Fees are as set out in the agreed proposal or quote. All prices are in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise. GST will be added where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Payment terms are stated on each invoice. Unless otherwise agreed, invoices are payable within 14 days of the invoice date. Project work typically requires a deposit of 50% prior to commencement, with the balance due on delivery or as agreed in the project proposal.
Overdue invoices may attract interest at 10% per annum, calculated daily from the due date. Digital Tree reserves the right to suspend or withhold delivery of Services, including hosting, maintenance, or ongoing marketing, where invoices remain unpaid beyond 30 days.
Refunds are not available for work already completed and delivered. Where a project is cancelled by the Client after commencement, fees for work completed to the date of cancellation are payable in full.
Digital Tree may withhold deliverables if fees are not cleared. All intellectual property and deliverables remain the property of Digital Tree until full payment is received. Deposits are strictly non-refundable. If a project is cancelled, the Client must pay all work in progress up to the point of cancellation, calculated by time spent.
The Client agrees to: (a) provide Digital Tree with accurate, complete, and timely information, materials, and approvals necessary for the delivery of the Services; (b) designate a single point of contact with authority to provide instructions and approvals; (c) review and provide feedback on deliverables within the timeframes agreed; and (d) ensure that all content, images, logos, trademarks, and other materials provided to Digital Tree are owned by the Client or the Client has the legal right to use them.
Delays caused by the Client's failure to provide timely instructions, approvals, or materials may result in revised timelines and potentially additional costs. Digital Tree accepts no liability for delays caused by the Client.
The Client is responsible for compliance with all applicable laws and regulations in connection with their business, including consumer law, privacy law, and industry-specific regulations. Digital Tree does not provide legal, financial, or regulatory advice.
Client-owned content: All content, data, trademarks, and materials provided by the Client remain the property of the Client. The Client grants Digital Tree a limited, non-exclusive licence to use such materials solely for the purpose of delivering the Services.
Deliverables: Upon receipt of full payment, Digital Tree assigns to the Client all intellectual property rights in the final, agreed deliverables (such as website code, design files, and brand assets created specifically for the Client).
Digital Tree IP: Digital Tree retains all intellectual property rights in its tools, frameworks, methodologies, templates, pre-existing code libraries, and any general knowledge, skills, and experience gained during the engagement. The assignment of rights in deliverables does not include Digital Tree's underlying tools or frameworks used to build them.
Portfolio rights: Digital Tree reserves the right to display completed work in its portfolio and marketing materials unless the Client requests confidentiality in writing prior to commencement.
Third-party assets: Where third-party assets (stock images, fonts, plugins, software licences) are used in deliverables, the Client is responsible for ensuring ongoing compliance with the applicable licence terms, including payment of any recurring licence fees.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement ("Confidential Information") and to use such information only for the purposes of performing obligations under these Terms.
Confidential Information does not include information that: (a) is or becomes publicly known other than through a breach of these Terms; (b) was already known to the receiving party at the time of disclosure; or (c) is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice to allow the disclosing party to seek a protective order.
Confidentiality obligations survive termination of the engagement for a period of two (2) years.
The Client must not disclose Digital Tree's pricing, strategy, or proprietary methods under any circumstances.
Digital Tree warrants that: (a) it will perform the Services with reasonable care and skill; (b) it has the right to enter into these Terms; and (c) the deliverables, to Digital Tree's knowledge, will not infringe the intellectual property rights of any third party.
The Client warrants that: (a) it has the authority to enter into these Terms; (b) all materials provided to Digital Tree are lawfully owned or licensed; and (c) the use of deliverables will comply with all applicable laws.
Digital Tree does not warrant that: (a) websites or applications will be free of all errors or bugs; (b) search engine rankings, traffic, or business outcomes will improve by any specified amount; or (c) third-party services (hosting providers, social media platforms, advertising networks) will remain available or uninterrupted.
To the extent permitted by law, all implied conditions and warranties are excluded. Certain legislation, including the Australian Consumer Law, may imply guarantees that cannot be excluded. Nothing in these Terms excludes any rights that cannot lawfully be excluded.
The Client also acknowledges that digital performance is influenced by factors outside of Digital Tree's control, including but not limited to search engine algorithm changes, platform policy updates, market conditions, and third-party system outages.
To the maximum extent permitted by law, Digital Tree's total liability to the Client for any claim arising out of or in connection with the Services or these Terms (whether in contract, tort including negligence, statute or otherwise) is limited to the total fees paid by the Client to Digital Tree in the three (3) months preceding the event giving rise to the claim.
Digital Tree is not liable for any: (a) loss of profits, revenue, or business; (b) loss of data; (c) indirect, special, incidental, or consequential loss; or (d) loss arising from third-party acts or platform changes (including changes to search engine algorithms, social media algorithms, or advertising platform policies), even if Digital Tree has been advised of the possibility of such loss.
The Client agrees to indemnify, defend, and hold harmless Digital Tree, its directors, employees, and contractors from and against any claims, damages, costs, and expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's use of deliverables in violation of any law; or (c) any claim that Client-provided content infringes a third party's rights.
Either party may terminate an engagement by providing 14 days' written notice. Upon termination, the Client must pay for all work completed to the date of termination. Digital Tree will deliver all completed work-in-progress to the Client upon receipt of payment for work done.
Digital Tree may terminate immediately and without notice if the Client: (a) fails to make any payment within 30 days of its due date; (b) becomes insolvent or enters administration; or (c) engages in unlawful conduct.
Sections 6 (Intellectual Property), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Governing Law) survive termination.
Digital Tree collects and handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Information collected through our website contact forms is used solely to respond to enquiries and deliver agreed Services. We do not sell or share personal data with third parties for marketing purposes.
For full details on how we collect, use, and protect your personal information, please refer to our Privacy Policy.
You may access and use our website for lawful purposes only. You must not: (a) use the website in a way that breaches any applicable law; (b) introduce malicious software; (c) attempt to gain unauthorised access to any part of our systems; or (d) use automated tools to scrape or harvest content without our written permission.
Our website may contain links to third-party websites. We are not responsible for the content, availability, or privacy practices of those sites.
We reserve the right to modify or discontinue any part of our website at any time without notice.
Digital Tree reserves the right to update these Terms at any time. The current version will always be available on our website. Continued use of our Services or website after any changes constitutes acceptance of the revised Terms. For ongoing engagements, material changes to Terms will be communicated directly to the Client.
If a dispute arises, both parties agree to first attempt resolution through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation administered by a recognised Australian dispute resolution body.
Nothing in this clause prevents either party from seeking urgent injunctive or declaratory relief from a court of competent jurisdiction.
These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.
If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force. These Terms, together with any project proposal or agreement, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations, and understandings.
If you have any questions about these Terms and Conditions, please contact us:
Digital Tree — digitaltree.com.au