Clear expectations. Transparent working relationship.

Version effective: April 2026
Jurisdiction: Victoria, Australia

Overview

These Terms & Conditions govern all engagements with ID Digital Agency. By engaging our services, commissioning work, or making payment, you agree to be bound by these terms in full.

1. Services

ID Digital Agency provides professional digital services including but not limited to:

• Digital strategy and consulting

• Website and platform design and development

• Mobile app development

• eCommerce solutions

• SEO, CRO and digital marketing services

• CRM and marketing automation

• Platform integrations and middleware

• Hosting, maintenance and support

The scope of services, deliverables, timelines and fees are defined in individual proposals, statements of work, or written agreements provided to the client prior to commencement.

2. Commercial Model & Payments

2.1 Pricing Structures

Projects may be delivered under one or more of the following commercial models:

• Fixed project pricing

• Monthly retainers

• Time blocks or prepaid hours

• Ongoing support or hosting plans

2.2 Payment Schedule

Unless otherwise agreed in writing, standard payment terms are:

A deposit of 50% is payable prior to project commencement

Progress payments may be invoiced at agreed milestones

Final payment is due prior to delivery, launch, or handover of completed work

2.3 Invoice Terms

All invoices are payable within 14 days of issue unless otherwise agreed in writing.

Late payment consequences include:

Work may be paused or delivery delayed until outstanding amounts are received

Interest may be charged on overdue amounts at a rate of 2% per month

In the event of non-payment exceeding 30 days, ID Digital Agency reserves the right to pursue recovery of all amounts owing including reasonable legal and collection costs

3. Cancellation, Suspension & Kill Fee

3.1 Cancellation by the Client

Clients may cancel a project at any time by providing written notice to ID Digital Agency. Upon cancellation, the following obligations apply:

• All work completed to the date of cancellation is payable in full at the agreed project rate

• A cancellation fee (kill fee) of 30% of the remaining uninvoiced project value will be invoiced and is payable within 14 days

• Any third-party costs, licences, subscriptions or disbursements already incurred or committed on the client’s behalf are payable in full

• Any deposit paid is non-refundable and will be applied to amounts owing under this clause

Example: If a project is quoted at $20,000, a deposit of $10,000 has been paid, and $5,000 of further work has been completed at the time of cancellation, the client owes $5,000 for completed work plus $1,500 (30% of the $5,000 remaining uninvoiced balance). The deposit is applied toward these amounts.

3.2 Cancellation Due to Non-Payment

If a client fails to make payment in accordance with agreed terms, ID Digital Agency reserves the right to:

• Suspend all work immediately without liability for resulting delays or losses

• Invoice for all work completed to the date of suspension at the agreed project rate

• Apply a cancellation fee (kill fee) of 30% of the remaining uninvoiced project value

• Retain all intellectual property, deliverables, and work product until all outstanding amounts are paid in full

• Pursue recovery of all amounts owing including interest, legal fees and collection costs

3.3 Suspension by the Client

If a client requests to place a project on hold or pauses engagement:

• A suspension fee of 20% of the remaining uninvoiced project value may be applied if the pause exceeds 30 days

• ID Digital Agency reserves the right to re-quote any work affected by the suspension period if scope, technology, or resources have changed

• Restart of suspended work is subject to resource and schedule availability and may result in revised timelines

3.4 Cancellation by ID Digital Agency

ID Digital Agency reserves the right to terminate an engagement with written notice if:

• The client engages in conduct that is abusive, threatening or unlawful

• The client materially breaches these terms and fails to remedy the breach within 14 days of written notice

• Continued engagement would require ID Digital Agency to act in a manner inconsistent with its professional or legal obligations

In the event of termination by ID Digital Agency, all completed work to the date of termination will be invoiced and payable. No kill fee will be charged to the client in this circumstance.

4. Project Scope & Changes

All work is delivered based on the agreed scope as outlined in the proposal or statement of work. Requests for changes or additions outside the agreed scope (change requests) will be:

• Assessed and quoted separately at our standard or agreed rates

• Delivered via time-based billing where a fixed quote is not appropriate

• Subject to timeline impact, which will be communicated to the client

No change request work will commence until written approval is provided. ID Digital Agency is not liable for delays, cost overruns or failure to deliver caused by out-of-scope requests that have not been formally approved.

5. Timelines & Delays

Project timelines are estimates based on agreed scope and are dependent on both parties fulfilling their respective responsibilities. Delays caused by the client — including but not limited to late feedback, delayed content or asset delivery, missed approvals, or unresponsiveness — may result in:

• Timeline extensions equal to or greater than the delay period

• Revised delivery milestones and payment schedules

• Additional fees if the delay results in increased resource allocation

ID Digital Agency is not responsible for delays caused by third-party platforms, integrations, software updates, client-side dependencies, or circumstances outside our reasonable control (including force majeure events).

6. Strategy & Advice

Strategic recommendations provided by ID Digital Agency are based on industry experience, research and best practice at the time of delivery. The client acknowledges that:

• Outcomes are not guaranteed and are subject to market conditions, client implementation, and external factors

• Implementation carried out by the client or third parties is outside ID Digital Agency’s control

• Strategy and advice is guidance only and does not constitute a performance guarantee

• Results may vary and ID Digital Agency accepts no liability for outcomes that differ from projections or recommendations

7. Platforms & Third-Party Services

Projects may involve third-party platforms, tools or services including but not limited to HubSpot, Shopify, WordPress, cloud hosting providers, payment gateways, and APIs. The client acknowledges that ID Digital Agency is not liable for:

• Platform outages, service interruptions or data loss

• API changes, deprecations or functionality limitations introduced by third-party providers

• Costs associated with third-party licences, subscriptions or usage fees

• Failure of third-party integrations due to changes outside our control

Any third-party costs incurred on behalf of the client will be passed on at cost or as agreed in the proposal.

8. Hosting, Maintenance & Security

Hosting and maintenance services may be provided directly by ID Digital Agency, via ID Network (a related entity), or through third-party providers. The following conditions apply:

• If the client does not engage ongoing maintenance services, ID Digital Agency accepts no responsibility for security vulnerabilities, software updates, performance degradation, or data integrity post-launch

• Hosting services are subject to separate service agreements and acceptable use policies

• The client is responsible for maintaining their own backups unless a backup service is explicitly included in scope

9. Performance & Marketing Disclaimer

Digital marketing and performance outcomes are influenced by numerous variables beyond ID Digital Agency’s control. We do not guarantee specific outcomes including:

• Search engine rankings or organic traffic volumes

• Lead generation volume or quality

• Campaign conversion rates or ROAS

• Social media reach or engagement metrics

ID Digital Agency applies structured, data-driven methodologies and best practice to maximise the likelihood of positive outcomes, but results are not guaranteed and should not be relied upon as such.

10. Client Responsibilities

The client agrees to:

• Provide accurate, complete and timely content, assets and approvals required to progress the project

• Ensure all supplied materials comply with applicable laws and do not infringe third-party intellectual property rights

• Assign a single primary point of contact with authority to approve work and make decisions

• Respond to requests for feedback or approval within reasonable agreed timeframes

• Notify ID Digital Agency promptly of any changes to project requirements or organisational circumstances that may affect delivery

Failure to meet these responsibilities may result in timeline extensions, additional fees, or suspension of work. ID Digital Agency accepts no liability for loss caused by client-side delays or failure to supply required materials.

11. Intellectual Property

11.1 Client Ownership

Upon receipt of full payment of all amounts owing, ownership of the final agreed deliverables transfers to the client. This transfer is conditional on complete payment and does not apply to partially completed work or deliverables produced during a cancelled or suspended engagement.

11.2 ID Digital Agency Retained Rights

ID Digital Agency retains all rights to:

• Proprietary frameworks, methodologies, code libraries, templates, and tooling used or developed in the course of delivering services

• Showcase completed work in our portfolio, case studies, pitches and marketing materials unless the client requests confidentiality in writing

11.3 Third-Party Licences

Software, plugins, platforms and other third-party tools used in delivering work remain subject to the licence terms of their respective owners. The client is responsible for maintaining any required licences post-delivery.

12. Acceptance & Launch

Projects may include formal acceptance stages at defined milestones. The following conditions apply:

• If the client does not provide written feedback or rejection within the agreed review timeframe (or 5 business days if no timeframe is specified), the work will be deemed approved

• A 30-day post-launch support window applies only where explicitly included in the project scope

• Work requested after launch that falls outside the agreed scope will be treated as a new engagement and quoted accordingly

13. Confidentiality & Non-Solicitation

Both parties agree to maintain the confidentiality of sensitive business information disclosed during the engagement and not to disclose such information to third parties without prior written consent.

The client agrees not to directly solicit, employ, or contract with any current or former employee, contractor, or consultant of ID Digital Agency during the engagement period and for a period of 24 months following its conclusion. Breach of this clause entitles ID Digital Agency to claim a referral or introduction fee equivalent to 20% of the engaged individual’s annual compensation.

14. AI & Technology Usage

ID Digital Agency may utilise artificial intelligence tools, automation platforms, and emerging technologies to improve delivery efficiency, quality and outcomes. The client acknowledges that:

• AI-assisted outputs are reviewed and validated by qualified team members prior to delivery

• Use of AI tools does not reduce the professional standard of care applied to all deliverables

• AI tools may be used across strategy, copywriting, design, development and testing workflows

15. Loss of Business & Consequential Loss

To the maximum extent permitted by law, ID Digital Agency is not liable for any loss of revenue, loss of profit, loss of opportunity, loss of business, loss of data, reputational damage, or any other indirect or consequential loss arising from:

• Delays in project delivery whether caused by ID Digital Agency, third parties, or circumstances outside our control

• The performance or outcomes of any digital marketing, SEO, advertising or CRM campaign

• Decisions made by the client in reliance on strategy advice or recommendations

• Third-party platform outages, failures or changes

• Errors or omissions in client-supplied content or data

• Work carried out following client approval where the client later disputes the outcome

Where liability cannot be excluded by law, our total aggregate liability to the client is limited to the total fees paid by the client for the specific service or deliverable giving rise to the claim.

16. Limitation of Liability

To the maximum extent permitted by applicable law in Victoria, Australia:

• ID Digital Agency’s total aggregate liability for any claim arising from or in connection with these terms or any services provided is limited to the total fees paid by the client in respect of the specific engagement to which the claim relates

• ID Digital Agency is not liable for any indirect, special, incidental, punitive or consequential loss or damage of any kind

Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied by law where to do so would be unlawful

17. Dispute Resolution

In the event of a dispute arising from these terms or any engagement, the parties agree to:

• First attempt to resolve the matter through good faith negotiation within 14 days of written notice

• If unresolved, refer the matter to mediation through a mutually agreed mediator prior to commencing formal legal proceedings

• Costs of mediation will be shared equally unless otherwise ordered

Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

18. Governing Law & Jurisdiction

These terms are governed by and construed in accordance with the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria for the resolution of any disputes.

19. Updates to These Terms

ID Digital Agency may update these terms from time to time. Clients will be notified of material changes. Continued engagement following notification of updated terms constitutes acceptance of those terms.

Acknowledgement

By engaging ID Digital Agency, commissioning work, or making payment, the client confirms they have read, understood and agree to these Terms & Conditions.