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Warren Digital Pty Ltd – Terms and Conditions

1. Definitions

“Agreement” means the agreement which is governed by these Terms and Conditions.

“Associated Documents” means any documents created by Warren Digital on the reading of which contains terms that relate to the relationship between Warren Digital and its Customer.

“Customer” means the person who engages the Services of Warren Digital pursuant to the Agreement and any other person deemed to be a Customer pursuant to these Terms and Conditions.

“Period” means the duration of the Agreement which is 30 days unless otherwise stated in the Customer proposal.

“PPC Services” means pay-per-click services and products such as Google Ads, Bing ads, and Facebook ads that Warren Digital may manage on behalf of the Customer, the Terms of which are governed by the PPC Terms attached hereto.

“Warren Digital” means Warren Digital Pty Ltd ABN 22 647 318 250 or any other related entity or company trading under the Warren Digital brand name.

“Services” means all services of the type and nature as described in these Terms and Conditions, Customer Proposal, Schedule to Customer Proposal, and Associated Documents provided by Warren Digital to the Customer.

“Service Fee” means the specified rate, price, or lump sum amount for the performance of each item of the Services as adjusted in accordance with the Agreement.

“Terms and Conditions” means the terms and conditions of the Agreement as provided in clause 2.2.

“Website” means those of the Customer’s website or websites which specifically are to be the subject of the Services.

2. Agreement

2.1 The Customer is deemed to have accepted the Terms and Conditions & Terms of Trade in any of the following ways:

  • 2.1.1 by providing a written acceptance to the Terms and Conditions by execution of Warren Digital’s Terms and Conditions or by any other form of written communication.

  • 2.1.2 by placing an order with Warren Digital or instructing Warren Digital to provide the Services after:

    • (a) Warren Digital’s Terms and Conditions & Terms of Trade are received by the Customer; or

    • (b) the availability of Warren Digital’s Terms and Conditions & Terms of Trade on Warren Digital’s website is brought to the notice of the Customer in the Customer Proposal or otherwise.

2.2 The Terms and Conditions comprise the terms in Warren Digital’s Terms and Conditions read & Terms of Trade in conjunction with the Customer proposal, Schedule to Customer Proposal, and Associated Documents. If there is a conflict between Warren Digital’s Terms and Conditions and the other contractual documentation created by Warren Digital, the documentation will prevail in the following priority to the extent of such inconsistency:

  • 2.2.1 Service Agreement if any;

  • 2.2.2 Customer Proposal;

  • 2.2.3 Warren Digital’s Terms and Conditions;

  • 2.2.4 Associated Documents;

  • 2.2.5 Terms of Trade.

2.3 Where PPC Services are provided by Warren Digital to the Customer, the PPC Terms will prevail over the documents stated in subclause 2.2.

Implied Acceptance of Terms

It is understood that, in the absence of a formal contract or explicit acceptance of these Terms and Conditions, the Customer’s continued use of Warren Digital’s services, including ongoing payments and receipt of invoices, constitutes an implied acceptance of these Terms and Conditions. 

If the Customer decides to discontinue the service, it is their responsibility to pause or manage their accounts accordingly. Warren Digital will not be liable for any charges incurred after the Customer has stopped using services.

Responsibility for Campaigns Upon Service Termination

Upon termination of services with Warren Digital, the Client acknowledges and agrees to the following terms regarding the management of digital campaigns:

  1. Cessation of Management Services – Warren Digital will no longer provide ongoing management, monitoring, or adjustments to any campaigns once services are terminated.

  2. Campaign Ownership & Continuation – All active campaigns remain under the Client’s ownership and control. Warren Digital does not deactivate or pause campaigns upon termination to avoid any potential disruption to the Client’s lead generation or business operations.

  3. Client Responsibility – It is the Client’s sole responsibility to pause, modify, or deactivate campaigns after the conclusion of Warren Digital’s services. Any costs incurred due to continued campaign activity are the Client’s obligation.

  4. No Liability for Unmanaged Campaigns – Warren Digital holds no responsibility for the performance, spend, or outcomes of campaigns that continue running post-service termination. Any changes made to the campaigns by the Client or third parties are outside Warren Digital’s scope and liability.

By continuing to use campaigns post-termination, the Client acknowledges that all management responsibilities are transferred to them, and Warren Digital is released from any further obligations regarding their operation.

3. Performance Levels

3.1 Meta Ads Performance

  • The Customer acknowledges that Warren Digital cannot guarantee specific results from Meta Ads campaigns, including but not limited to reach, engagement, and conversions.

  • Performance improvements are contingent on continuous refinement based on data insights.

3.2 Google Ads Performance

  • The Customer acknowledges that Warren Digital cannot guarantee improvements in search engine rankings, traffic, or conversions through Google Ads.

  • Google Ads campaigns may require ongoing adjustments.

3.3 SEO Performance

  • SEO results are influenced by factors such as algorithm changes, keyword difficulty, and competition.

  • Warren Digital cannot guarantee specific rankings or traffic increases.

4. Limitation of Liability – Warren Digital

4.1 General Exclusion of Liability

To the fullest extent permitted by law, Warren Digital is not liable to the Client for any damages, whether direct, indirect, incidental, special, punitive, or consequential. This includes, but is not limited to, loss of business profits, revenue, data, goodwill, or operational downtime, regardless of whether such damages arise from Warren Digital’s negligence or any other cause. Where liability cannot be legally excluded, Warren Digital’s responsibility will be limited to the cost of re-supplying the agreed services.

4.2 Client Indemnification

The Client agrees to indemnify and hold harmless Warren Digital, its affiliates, directors, employees, and partners against any claims, demands, losses, costs, damages, or expenses (including reasonable legal fees) brought by third parties arising from or related to:

  • The Client’s use of Warren Digital’s services.
  • Any content, data, or materials provided by the Client.
  • The Client’s failure to comply with applicable laws, regulations, or industry standards.
  • Any action taken by a third party due to the Client’s digital marketing activities.

4.3 Specific Exclusions of Liability

The exclusions and indemnities outlined above extend to, but are not limited to, the following scenarios:

4.3.1 Website performance issues, including malfunctioning, downtime, or technical errors.

4.3.2 Intellectual property disputes arising from materials provided by the Client, including but not limited to copyright, trademark, or patent infringements.

4.3.3 Missed project deadlines due to circumstances beyond Warren Digital’s control.

4.3.4 Search engine actions, including the de-indexing, exclusion, or ranking fluctuation of URLs for any reason.

4.3.5 External disruptions such as force majeure events (natural disasters, strikes, power outages, or internet service failures).

4.3.6 Unachieved SEO performance metrics, including specific keyword rankings or search engine placements.

4.3.7 Third-party content, tools, or integrations not performing as expected in digital marketing campaigns.

4.3.8 Data loss, corruption, or security breaches not caused by Warren Digital’s intentional misconduct or gross negligence.

4.3.9 Issues arising from software, databases, e-commerce systems, or applications developed or implemented by Warren Digital.

4.3.10 Service interruptions, technical issues, or website modifications made by Warren Digital at the Client’s request or as part of ongoing service agreements.

4.3.11 Data storage and backup responsibilities beyond what is maintained by third-party platforms such as Google Analytics, Facebook Ads, Bing Ads, and Google Ads. Warren Digital does not manage, store, or retain campaign data outside these platforms.

4.4 Content & Compliance

Warren Digital reserves the right to decline any project, content, or material deemed offensive, illegal, or in violation of ethical or legal standards. Additionally, Warren Digital may refuse to incorporate copyrighted or legally protected materials unless adequate proof of usage rights is provided.

4.5 Live Chat Terms

4.5.1 Lead Classification & Billing Warren Digital’s Live Chat service operates on a pay-per-qualified-lead model. Leads are classified and billed as follows:

  • Sales (Billable): The visitor is not a current client, has shown interest in a service offered, and has provided name and contact information (phone number and/or email address).

  • Service (Non-Billable): Interactions with current clients seeking support, rescheduling, or account-related assistance.

  • Other (Non-Billable): Unrelated service enquiries, spam, or sales contacts.

4.5.2 Client Responsibilities It is the Customer’s responsibility to notify Warren Digital promptly upon receiving a lead they believe should not be billable. No retrospective refunds will be provided for leads already invoiced and paid. Failure to dispute a lead within a reasonable timeframe will result in it being treated as valid and billable.

4.5.3 Pricing

  • $200 setup fee (one-time)

  • $20 per qualified lead (charged in arrears)

4.5.4 Agreement Acknowledgement: The Customer agrees to these terms using the Live Chat service and acknowledges responsibility for prompt lead dispute communication.

5. Fees and Payments

5.1 Upon acceptance of the Terms and Conditions, the Customer is liable to pay the total monthly amount within 15 days for Warren Digital’s Services.

5.10 Website Design Payment Terms

  • 50% upfront payment is required before any work commences.

  • The remaining 50% balance is due upon project completion.

  • The agreement includes one round of changes after project delivery.

  • Maintenance plans are available for ongoing updates.

6. Termination

  • Both parties may terminate the Agreement with at least 30 days written notice.

  • If the Customer unlawfully terminates, Warren Digital can remove data or other materials placed on the Website.

7. Warren Digital’s Rights

  • Any scripts, CGI applications, or software remain the copyright of Warren Digital.

  • Warren Digital may assign its rights under the Agreement upon providing 30 days’ written notice to the Customer.

8. Privacy

  • The Customer agrees that personal data may be used for service provision, marketing, and payment processing.

9. Confidentiality

  • Both parties agree to keep confidential information private except where legally required to disclose it.

10. Miscellaneous

  • These Terms and Conditions are governed by the laws of the State of New South Wales.

  • If any provision is held invalid, the remainder of the Terms shall still apply.

PPC Terms

  • Fees for PPC services are payable in advance.

  • PPC services require a one-month notice period for termination.

  • Warren Digital will not be liable for under or overspending in ad budget