2. Scope of Services & Results

Ashlin Digital Ltd agrees to provide digital marketing services to the Client, which may include, but are not limited to, search engine optimisation (SEO), social media marketing, content creation, and Google Ads management. The specific services to be provided will be detailed in the individual service agreement, including the scope of work, deliverables, and any performance metrics.

It is hereby stipulated that, due to the protracted nature of completing digital marketing work and tasks and optimising marketing campaigns, the company does not guarantee a specific number of deliverables to be provided on any given monthly or period. Instead, the company commits to delivering a cumulative agreed number of itemised deliverables or tasks over the entire duration of the contractual agreement as per the agreed scope and deliverables and in the clients bests interests. Thus, exact deliverables may sometimes vary month to month, however Ashlin will provide the client with the total cumulative deliverables as per scope over the entirety of the contract. This approach is designed to prioritise the quality and relevance of the work and tasks over merely fulfilling a monthly quota, in accordance with best practices in the various fields of digital marketing.

Stipulation on Client Goals and KPIs

While Ashlin endeavours to diligently work towards and respect the outlined client goals and key performance indicators (KPIs), it is crucial to understand and acknowledge the inherent nature of digital marketing and its associated variables. As such:

No Guarantee of Total Fulfilment: We cannot, under any circumstances, provide a guarantee for the complete fulfilment of the stipulated goals or KPIs. Our commitment is to put forth our best professional efforts towards achieving them.

Factors Influencing Results: The results of any digital marketing initiative can be influenced by a range of external factors including, but not limited to, budget allocation, third-party competition, platform algorithms, market trends, and external global events.

Understanding the Nature of Digital Progression: Digital marketing is a dynamic field. Progression towards targets can take time, and instantaneous results are not always achievable. It’s essential to recognise the value of ‘milestone’ victories, where achieving a certain percentage of any goals or KPIs can indicate the effectiveness of the campaign.

Consideration of Investment: Should it become evident that further investment is required to continue progress towards outlined goals, this will be communicated transparently. Achieving milestones can sometimes necessitate revisiting budget allocations or strategies to ensure ongoing success.

The client acknowledges the above stipulations and recognises that while Ashlin is committed to delivering value and advancing towards set goals, the unpredictable and multifaceted nature of digital marketing can impact final outcomes.

Reporting Schedule: The Service Provider shall provide regular performance reports to the Client based on the agreed reporting schedule, which will be specified below:

a. Frequency: Monthly reports shall be provided.
b. Reporting Method: Reports will be shared via email or through a designated online reporting dashboard.
c. The reports shall include, but not be limited to, the following information:

KPI measurements and analysis
Summary of activities undertaken
Performance against agreed targets or benchmarks
Overview of campaign metrics (e.g., impressions, clicks, conversions)
Analysis of audience engagement and behaviour
Recommendations for optimising performance and achieving objectives
Performance Review Meetings: The Parties agree to hold regular performance review meetings to discuss the performance reports, address any concerns, and explore opportunities for improvement. The frequency and format of these meetings shall be as follows:

a. Frequency: Monthly and Quarterly performance review meetings shall be conducted.
b. Meeting Format: Meetings may be conducted via video conference, or by phone, as agreed upon by both Parties.
c. Agenda: The agenda for the performance review meetings shall include, but not be limited to, the following topics:

Review of performance reports and KPIs
Analysis of campaign results and effectiveness
Discussion of challenges and opportunities
Strategies for optimising future performance
Action items and next steps

Client Feedback and Approval: The Client shall provide timely feedback and approvals on the performance reports and any recommendations proposed by the Service Provider. The Client acknowledges that timely feedback is crucial for optimising campaign performance and achieving desired outcomes.

Performance Adjustments: Based on the performance reports, feedback, and agreed-upon strategies, the Service Provider may make necessary adjustments to the digital marketing activities to improve performance, achieve KPIs, and align with the Client’s objectives. The Service Provider shall promptly inform the Client of any significant changes made and seek their approval when required.

3. Term & Termination

The agreement duration will be specified in the individual service agreement, with provisions for renewal or termination.

4. Fees & Payment Terms

Detailed fee structure including upfront service fees, monthly management fees, and advertising budget are outlined in the individual service agreement.

Non-Payment and Escalation:
a) Failure to pay an invoice within 30 days from the due date may result in the account being referred to a collections agency or legal action to recover the outstanding amount and any other amounts within this agreement.
b) The client will be responsible for all costs associated with the collections process or legal action, including but not limited to legal fees, court costs, and collection agency fees.

Disputed Invoices:
a) If the client has any concerns or disputes regarding the invoice, they must notify Ashlin within 5 business days of receiving the invoice via email to contact@ashlindigital.com.
b) If a dispute is raised, both parties agree to work together in good faith to resolve the matter promptly.

Payment terms including splitting a fee into instalments or altering the flat monthly fee or advertising budget can be agreed mutually by the Parties and only in writing with a minimum 30 days notice.

The company reserves the right to increase its service pricing at any time within reason in response to any growing costs it may incur as a business and will notify the Client with 30 days notice in writing if any such increase will affect the services provided to the Client.

5. Client Obligations

The Client agrees to provide the Company with all necessary information, access to relevant digital platforms, and resources required for the effective delivery of the agreed services. The Client is responsible for the accuracy and legality of all content and information provided to the Company. Timely communication and collaboration are expected to ensure the successful execution of services.

6. Indemnification

The Client agrees to indemnify the Company from and against any claim, damages, cost, loss, expense, or any kind of liability arising out of or in connection with this Agreement for any act or non-performance of an act by the Client as per the terms and conditions herein.

7. Relationship of Parties

The Client hires the Company as an Independent Agreement or under this Agreement. The Client and the Company, nor any of their employees, shall not establish any partnership, joint venture, or employer-employee relationship.

8. Outsourcing & Subcontracting

Ashlin resolves not to outsource or subcontract any work however reserves the right to outsource any particular deliverable where needed. Examples might be due to help with increased campaign workload or the need for a very specific skill or problem solution. The client will be notified before any such outsourcing is undertaken explaining the reasons why. Any cost for services not within the original scope of work may be charged separately as agreed first by the parties.

9. Third-Party Platform Dependency Notice

Please be advised that in the delivery of our digital marketing services, some of the deliverables provided to you, such as published videos, guest posts (backlinks), or accounts and profiles on third-party platforms, are subject to the governance and control of external entities and platforms. While Ashlin strives to produce durable and impactful work, you acknowledge that we cannot guarantee the perpetual existence or accessibility of any deliverable due to potential actions taken by these third-party entities. Such actions may include, but are not limited to, platform updates, website changes, modifications in policies, or changes in ownership, which could lead to the alteration or removal of any content or profiles we have developed for you. In this event, Ashlin will attempt to have the altered or removed content / profile replaced / republished by the third-party platform.

10. Resolution Process

In the event of a dispute arising out of or relating to this agreement or its payment terms and conditions, both parties agree to follow the resolution process outlined below:

Direct Communication: The parties will initially attempt to resolve the dispute through direct communication. Either party may initiate the resolution process by providing written notice to the other party, clearly outlining the nature of the dispute.

Negotiation: Upon receipt of the dispute notice, both parties agree to engage in good faith negotiations to reach a mutually satisfactory resolution. This may involve exchanging relevant information and documentation related to the dispute.

Mediation: If the parties are unable to resolve the dispute through negotiation within a reasonable period, they agree to enter into mediation. The mediator, mutually agreed upon by both parties, will facilitate the discussion and assist in finding a resolution. The costs associated with mediation will be shared equally between the parties unless otherwise agreed.

Arbitration: If mediation does not result in a resolution, both parties agree to submit the dispute to binding arbitration. The arbitration will be conducted in accordance with the rules and regulations of a recognised arbitration institution mutually agreed upon by both parties. The decision of the arbitrator(s) will be final and binding on both parties.

Legal Proceedings: If the dispute is not resolved through negotiation, mediation, or arbitration, either party may pursue legal remedies available under the applicable laws and regulations.

Confidentiality: All discussions, negotiations, and documents exchanged during the resolution process, whether through direct communication, mediation, arbitration, or legal proceedings, shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of both parties, except as required by law.

Continuation of Obligations: Unless otherwise agreed upon by both parties, the parties shall continue to fulfill their respective obligations under this invoice and its payment terms and conditions during the resolution process.

Both parties acknowledge and agree that the resolution process outlined above is intended to be fair, efficient, and cost-effective in resolving disputes arising from this invoice. By entering into this agreement, both parties commit to act in good faith and work towards reaching a mutually satisfactory resolution.

This resolution process clause shall be governed by and construed in accordance with the laws of Australia. Any disputes arising out of or relating to this clause shall be subject to the exclusive jurisdiction of the courts of Australia.

11. Non-Disparagement Clause

Both parties agree to refrain from defaming or making disparaging remarks about each other in any form, including but not limited to online platforms, social media, public statements, or reviews and instead agree to make genuine attempts to ‘make good’ any business or personal grievances or disputes in good faith through communication and open dialogue as per the agreed Resolution Process. This agreement is intended to promote a positive and respectful relationship between the parties involved. Ashlin is committed to the satisfaction of all clients and providing amicable solutions to any situation.

Each party acknowledges that defamation and disparagement can harm the other party’s reputation, business, or personal well-being, and therefore agrees not to engage in any activities that could be considered defamatory or disparaging if insufficient attempts were not made by the party to have the situation rectified in professional terms beforehand.

Both parties understand that this agreement extends to any public or private statements made directly or indirectly, orally or in written form, including but not limited to statements made to the media, on social media platforms, in online reviews, or during conversations with third parties and. 

Should either party violate this agreement by engaging in defamatory or disparaging behaviour, the non-breaching party shall be entitled to seek legal remedies, including providing evidence of false statements or claims, injunctive relief, monetary damages, or any other relief deemed appropriate by a court of law.

It is understood that this agreement does not limit either party’s right to express legitimate concerns, criticism, or dissatisfaction in a constructive and professional manner. However, any such communication should be first made directly to the other party and not through public channels that could harm their reputation or goodwill.

This non-disparagement clause shall survive the termination or expiration of the underlying contract and shall remain in effect indefinitely, unless otherwise agreed upon in writing by both parties.

12. Chargebacks

In the event that a party disputes a payment made under this contract and initiates a chargeback with their financial institution, the following terms and conditions shall apply:

Notification: The party initiating the chargeback shall promptly notify the other party in writing of their intention to do so. The notification should include the reason for the chargeback and any relevant supporting documentation.

Attempted Resolution: Upon receiving the chargeback notification, the other party agrees to make reasonable efforts to resolve the dispute amicably and in good faith. Both parties will engage in open communication and provide all necessary information to facilitate the resolution process.

Dispute Resolution: If the parties are unable to reach a resolution regarding the chargeback, either party may initiate a formal dispute resolution process as outlined in the governing law or jurisdiction of this contract. Both parties agree to cooperate fully in any such dispute resolution process.

Termination: If either party initiates a chargeback without prior notification or attempts to abuse the chargeback process in bad faith, the other party may, at its sole discretion, terminate this contract with immediate effect upon written notice. In such cases, the terminating party shall be relieved of any further obligations under this contract and demand payment of any unpaid fees as per this agreement.

13. Miscellaneous

Assignability: Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.

Governing Law: The Parties agree that this Agreement shall be governed by  laws of the Commonwealth of Australia any dispute arising therefrom must be handled exclusively within Australia. 

Severability: In the event, any provision of this Agreement is deemed to be invalid or unenforceable, in the whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.

Amendments: No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.

Force Majeure: Neither of the Parties will be liable for failure or delay to perform obligations under this Agreement, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable Party.

Entire Agreement: The Parties acknowledge that this Agreement along with the individual signed services agreement sets forth and represents the entire Agreement between both parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.

Final Acceptance

Having read, reviewed, and understood the Terms and Conditions set forth in this document and the individual service agreement, the Client hereby confirms their agreement to these terms by signing their individual services agreement. The Client’s signature on the individual services agreement constitutes a binding acceptance of the conditions of services provided by Ashlin Digital Ltd, inclusive of the terms outlined in this document and those specified in the individual service agreement.