1. Definitions
Contract means any agreement, whether written or verbal, entered into between WDA Agency Pty Ltd and the Customer for the provision of services or products.
Customer refers to the purchaser of services or products provided by WDA Agency Pty Ltd, including all work outlined in a quotation, proposal, or scope of works document.
Digital Services refers to services including but not limited to digital advertising, search engine optimisation (SEO), content creation, paid social media, email marketing, landing page design, and marketing consultancy.
Monthly means a period of four (4) calendar weeks or twenty-eight (28) days.
Monthly Cycle means a period of four (4) calendar weeks or twenty-eight (28) days.
2. Engagement & Commencement
2.1. Before commencing work, WDA Agency Pty Ltd will issue a quotation based on information provided by the Customer.
2.2. By accepting the quotation (including via email, in writing, or through payment of the initial invoice), the Customer is deemed to have accepted these Terms & Conditions and the applicable Scope of Works. No separate written confirmation is required for the Terms & Conditions to be binding.
3. Invoicing & Payment
3.1. Unless otherwise specified in the quotation, the Customer will be issued a monthly invoice covering the upcoming four-week period of services.
3.2. Payment is due within seven (7) days from the invoice date.
3.3. WDA Agency Pty Ltd reserves the right to suspend delivery of services if payment is not received within seven (7) days of the due date. Services may resume upon full payment of outstanding amounts.
3.4. Withholding of work due to non-payment does not constitute a waiver of the Customer’s obligation to pay any amounts due.
4. Cancellation Policy
4.1. If the Customer wishes to cancel any ongoing service or project, the monthly cycle in which the cancellation notice is given must still be paid in full.
4.2. For example, if an invoice covering services from May 1st to May 28th has already been issued, and the Customer provides cancellation notice after May 1st, the full amount of that invoice remains payable.
4.3. Cancellation will take effect at the conclusion of the current monthly cycle after which no further invoices will be issued.
4.4. During the cancellation period, the Customer may choose to have services paused or taken offline; however, the full invoice for that monthly cycle is still payable.
5. Scope of Works & Revisions
5.1. Quotations are based on initial discussions, requested inclusions, and marketing objectives as outlined by the Customer.
5.2. Amendments to the Scope of Works may require a revision of fees, which will be proposed by WDA Agency Pty Ltd and must be approved in writing by the Customer before proceeding.
6. Retention of Title
6.1. Ownership of any goods, deliverables, or digital materials produced by WDA Agency Pty Ltd does not pass to the Customer until all invoices are paid in full.
6.2. WDA Agency Pty Ltd retains the right to withhold deliverables in cases of non-payment.
7. Use of Work for Promotional Purposes
7.1. WDA Agency Pty Ltd retains the right to use any materials (including designs, images, or advertisements) created for the Customer for internal or external promotional purposes, such as portfolio display, competitions, case studies, or website showcasing.
7.2. This right is subject to any written confidentiality agreement between the parties. Customers may request in writing to exclude specific work from public use.
8. Ongoing Engagement
8.1. These Terms & Conditions apply to all current and future projects undertaken by WDA Agency Pty Ltd for the Customer unless varied by mutual written agreement.
9. Limitation of Liability
9.1. To the extent permitted by law, WDA Agency Pty Ltd’s total liability under this agreement - whether arising in contract, tort (including negligence), statute, or otherwise - is limited to the total fees paid by the Customer under the applicable Scope of Works at the time of the claim.
9.2. WDA Agency Pty Ltd excludes liability for indirect, consequential, or special loss or damage, including loss of profits, business opportunities, data, or revenue.
9.3. Nothing in these terms excludes any rights or guarantees that may not be lawfully excluded under the Australian Consumer Law.
10. Dispute Resolution & Debt Recovery
10.1. If a dispute arises out of or in connection with these Terms, the parties agree to attempt to resolve the dispute through good faith negotiation.
10.2. If the dispute is not resolved within fourteen (14) days, either party may refer the matter to mediation in accordance with the rules of the Resolution Institute of Australia before initiating court proceedings.
10.3. If the Customer fails to make payment in accordance with these Terms, WDA Agency Pty Ltd reserves the right to engage debt collection agencies or initiate legal proceedings to recover the outstanding amounts.
10.4. The Customer agrees to indemnify WDA Agency Pty Ltd for all reasonable costs incurred in recovering unpaid amounts, including but not limited to legal fees, court costs, debt collection agency fees and commissions, administrative time, and enforcement expenses.
11. Governing Law
11.1. These Terms & Conditions are governed by the laws of New South Wales, Australia.
11.2. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of New South Wales.
