Terms and Conditions
Terms and Conditions
Warren Digital Pty Ltd
ABN 22 647 318 250
Sydney, New South Wales, Australia
Last Updated: 12 October 2026
These Terms and Conditions govern the provision of digital marketing, advertising, search engine optimisation, website development, maintenance, consulting and related services by Warren Digital Pty Ltd.
By engaging Warren Digital to provide Services, the Customer agrees to be bound by these Terms and Conditions, subject to applicable Australian law.
1. Definitions
1.1 Agreement means the agreement between Warren Digital and the Customer, comprising these Terms and Conditions and any applicable Service Agreement, Customer Proposal, Schedule or Associated Documents.
1.2 Associated Documents means any documents prepared or issued by Warren Digital containing terms relevant to the provision of Services.
1.3 Customer means any person, business, company or other entity engaging Warren Digital to provide Services.
1.4 Period means the duration of the Agreement, ordinarily 30 days unless otherwise specified in the Customer Proposal or Service Agreement.
1.5 PPC Services means pay-per-click advertising services, including Google Ads, Microsoft Advertising, Meta Ads, LinkedIn Ads and other paid advertising platforms.
1.6 Services means all services provided by Warren Digital, including digital advertising, SEO, website design, development, maintenance, analytics, reporting, consulting, content creation and marketing automation.
1.7 Service Fee means the agreed amount payable by the Customer for the Services.
1.8 Warren Digital means Warren Digital Pty Ltd, ABN 22 647 318 250, and any related entity operating under the Warren Digital brand.
1.9 Website means any website, landing page or digital property belonging to or operated on behalf of the Customer that is subject to the Services.
2. Agreement and Acceptance
2.1 Acceptance of Terms
The Customer accepts these Terms and Conditions by:
- Signing or accepting a Service Agreement or Customer Proposal incorporating these Terms.
- Providing written acceptance by email or electronic communication.
- Instructing Warren Digital to commence Services after receiving these Terms or being notified of their availability.
- Continuing to engage Services after receiving notice of applicable terms, where that conduct constitutes acceptance under Australian contract law.
2.2 Contractual Documents
Unless expressly agreed otherwise, the following order of precedence applies where contractual documents conflict:
- Signed Service Agreement.
- Customer Proposal.
- Warren Digital Terms and Conditions.
- Associated Documents.
- Terms of Trade.
The PPC Terms apply specifically to paid advertising Services, subject to Section 6 and any overriding provisions in a signed Service Agreement.
2.3 Changes to Terms
Warren Digital may update these Terms and Conditions from time to time.
Updated Terms apply to new engagements from their effective date. Changes to existing Agreements take effect only where permitted by the Agreement and applicable law, including where required notice or Customer agreement has been obtained.
3. Service Delivery and Performance
3.1 General Performance
Warren Digital will provide the agreed Services with due care and skill.
The Customer acknowledges that digital marketing performance is influenced by external factors, including market demand, competition, advertising budgets, platform algorithms, website performance, and the Customer’s business operations.
Warren Digital does not guarantee specific commercial results unless expressly agreed in writing.
3.2 Google Ads and Paid Advertising
The Customer acknowledges that:
- Advertising performance may fluctuate due to competition, seasonality, bidding conditions, budgets and platform changes.
- Reducing advertising budgets may affect campaign visibility, traffic, conversion volume and performance consistency.
- Campaigns may require ongoing testing, optimisation and sufficient advertising expenditure.
- Previous performance does not guarantee future results.
- Warren Digital does not guarantee specific lead volumes, cost per acquisition, revenue, return on advertising spend or advertising positions.
3.3 Meta Ads
Meta advertising results are subject to audience behaviour, platform delivery systems, creative performance, competition and advertising budgets.
Warren Digital cannot guarantee particular levels of reach, engagement, enquiries, sales or conversions.
3.4 Search Engine Optimisation
SEO results depend on search engine algorithms, competition, website quality, technical performance, content and market conditions.
Warren Digital does not guarantee specific rankings, traffic levels or conversion outcomes.
3.5 Customer Responsibilities
The Customer agrees to provide accurate information, required access, approvals, materials and reasonable cooperation necessary for Warren Digital to deliver the Services.
Delays caused by the Customer may affect project timelines and service delivery.
4. Limitation of Liability
4.1 General Liability
To the fullest extent permitted by law, Warren Digital excludes liability for indirect, incidental, special or consequential losses arising from the provision of Services, including lost profits, revenue, business opportunities or reputational damage.
Nothing in these Terms excludes or limits liability where doing so would be unlawful.
Where permitted by law, Warren Digital’s liability for a failure to comply with an applicable statutory guarantee may be limited to supplying the Services again or paying the cost of having the Services supplied again.
4.2 Third-Party Platforms
Warren Digital is not responsible for failures, outages, policy changes, account restrictions or technical issues caused by third-party platforms outside its reasonable control, except to the extent liability arises from Warren Digital’s own acts or omissions and cannot lawfully be excluded.
4.3 Customer Indemnification
To the extent permitted by law, the Customer agrees to indemnify Warren Digital against reasonable third-party claims, losses and expenses arising from:
- Unlawful or infringing materials supplied by the Customer.
- The Customer’s breach of applicable laws or regulations.
- Materially inaccurate information supplied by the Customer.
- The Customer’s breach of the Agreement.
This indemnity does not apply to the extent the relevant loss is caused or contributed to by Warren Digital’s negligence, breach of contract or unlawful conduct.
4.4 Specific Exclusions
Subject to applicable law, Warren Digital does not guarantee protection against:
- Search engine ranking changes or de-indexing.
- Advertising platform algorithm changes.
- Changes in customer demand or competition.
- Third-party service outages.
- Cybersecurity incidents outside Warren Digital’s reasonable control.
- Website or software failures outside the agreed scope.
- Delays caused by Customers or third parties.
- Advertising results that fail to meet commercial expectations.
4.5 Content and Compliance
Warren Digital may decline to create, publish or distribute content reasonably considered unlawful, infringing, misleading, offensive or inconsistent with applicable advertising standards.
5. Fees, Payments and Commercial Arrangements
5.1 Service Fees
The Customer agrees to pay the Service Fees specified in their Agreement, Customer Proposal or accepted quotation.
Unless otherwise agreed, invoices for general Services are payable within 15 days of issue.
PPC management fees are payable in advance unless otherwise agreed in writing.
5.2 Advertising Expenditure
Advertising platform expenditure is separate from Warren Digital’s management fees unless expressly stated otherwise.
The Customer is responsible for advertising expenditure charged to their advertising accounts or payment methods.
5.3 Discounted Fees
Any discount, reduced management fee, goodwill pricing or preferential commercial arrangement is offered at Warren Digital’s discretion.
A temporary or discretionary discount does not create a permanent entitlement to discounted Services unless expressly agreed in writing.
Warren Digital is not required to renew or extend a discounted arrangement indefinitely.
5.4 Commercial Sustainability
Where existing fees no longer reasonably cover the time, staffing, resources or expertise required to deliver the Services, Warren Digital may propose revised pricing, reduced scope or alternative service arrangements.
If commercially sustainable arrangements cannot be agreed, Warren Digital may terminate the affected Services in accordance with Section 6.
5.5 Additional Work
Services or deliverables outside the agreed scope may attract additional fees.
Warren Digital is not obliged to perform additional work without an agreed variation to the scope or fees.
5.6 Overdue Payments
Where an invoice remains unpaid, Warren Digital may issue payment reminders and suspend or terminate Services in accordance with Section 6 and applicable payment provisions.
Suspension does not extinguish payment obligations already incurred.
5.7 Website Design Payment Terms
- A 50% upfront payment is required before website development commences.
- The remaining 50% is payable upon project completion.
- Reasonable revisions within the agreed project scope will be provided.
- Additional work outside the agreed scope may be quoted separately.
- Ongoing maintenance plans are available under separate arrangements.
6. Termination, Suspension and Refusal of Services
6.1 Customer Termination
The Customer may terminate the Agreement by providing at least 30 days’ written notice, unless a different notice period is expressly agreed in writing or required by law.
Fees properly incurred during the applicable notice period remain payable.
6.2 Warren Digital’s Right to Refuse or Terminate Services
Warren Digital reserves the right to refuse new engagements, decline additional work, suspend Services or terminate an existing Agreement where reasonable commercial, operational, contractual or conduct-related grounds exist.
Warren Digital is not obliged to maintain an ongoing commercial relationship indefinitely where continuing the Services has become commercially unsustainable, materially disruptive or impractical.
Termination will be exercised in accordance with this Section and applicable Australian law.
6.3 Immediate Termination Without Advance Notice
To the fullest extent permitted by law, Warren Digital may suspend or terminate any or all Services immediately, without a contractual advance-notice period, where:
- The Customer or their representative engages in threatening, abusive, harassing, discriminatory or intimidating conduct towards Warren Digital’s personnel.
- The Customer commits a serious contractual breach that cannot reasonably be remedied.
- The Customer engages in unlawful, fraudulent or materially misleading conduct connected with the Services.
- The Customer repeatedly commits material breaches after receiving written notice and a reasonable opportunity to remedy them.
- The Customer fails to pay outstanding invoices after any applicable contractual or legally required reminder or remedy period.
- Continuing the Services would expose Warren Digital, its personnel or other customers to a material legal, security, safety or operational risk.
Warren Digital will provide written confirmation of termination as soon as reasonably practicable.
6.4 Commercial Viability and Breakdown of Relationship
Warren Digital may review, renegotiate or discontinue an engagement where it reasonably determines that:
- The agreed fees are no longer commercially sustainable.
- Substantial discounts or preferential pricing can no longer be maintained.
- The Customer repeatedly requests additional discounts, unpaid work or expanded deliverables.
- The Customer’s demands materially exceed the agreed scope or reasonable service expectations.
- The commercial relationship has materially deteriorated and adversely affects effective service delivery.
- Continuing the engagement materially affects Warren Digital’s profitability, staffing resources, operational capacity or commitments to other customers.
Where these circumstances do not independently justify immediate termination under clause 6.3, Warren Digital may propose revised fees, scope or working arrangements in writing.
If the parties cannot agree on revised arrangements, Warren Digital may terminate the affected Services by providing 30 days’ written notice, or a shorter period mutually agreed in writing.
6.5 No Obligation to Continue Discounted Services
Warren Digital is not obliged to continue providing Services indefinitely at discounted or commercially unsustainable rates.
Any proposed fee change during an existing contractual period will be implemented only in accordance with the Agreement and applicable law.
Warren Digital may decline to renew a discounted arrangement or terminate Services under clause 6.4 where sustainable terms cannot be agreed.
6.6 Protection of Personnel and Business Operations
Warren Digital is entitled to maintain reasonable professional boundaries, communication procedures and service expectations.
The Customer must treat Warren Digital’s directors, employees, contractors and representatives respectfully.
Warren Digital is not required to tolerate threatening, abusive, harassing or unlawful conduct.
A reasonable complaint, good-faith negotiation or lawful exercise of contractual or consumer rights will not, by itself, constitute grounds for immediate termination.
6.7 Cessation of Services
Upon the effective termination date, Warren Digital may cease providing:
- Google Ads and paid advertising management.
- SEO and content optimisation.
- Website development and maintenance.
- Analytics and conversion tracking management.
- Reporting and performance monitoring.
- Marketing consultation and technical support.
- Other Services covered by the terminated Agreement.
This is subject to any outstanding contractual or legal obligations.
6.8 Advertising Campaigns Following Termination
- Warren Digital will cease managing and optimising advertising campaigns following termination.
- The Customer is responsible for arranging ongoing campaign management.
- Active advertising campaigns may continue to incur platform charges.
- The Customer is responsible for pausing or cancelling campaigns and third-party subscriptions within accounts they control.
- Warren Digital will not intentionally interfere with Customer-owned advertising accounts or assets.
Warren Digital will provide any handover, access or assistance required under the Agreement or applicable law.
6.9 Outstanding Fees and Refunds
Termination does not extinguish payment obligations or liabilities properly accrued before the effective termination date.
Fees for Services already performed remain payable.
Any prepaid amounts relating to Services not delivered will be addressed in accordance with the Agreement and applicable Australian law.
6.10 Priority of Termination Provisions
The immediate-termination provisions in clause 6.3 are intended to operate as exceptions to the general 30-day notice requirement in these Terms and Conditions and the PPC Terms.
Where a signed Service Agreement expressly contains conflicting termination provisions, the contractual order of precedence in Section 2 applies, subject to applicable law.
6.11 Australian Consumer Law
Nothing in this Section excludes, restricts or modifies any statutory right or remedy that cannot lawfully be excluded, restricted or modified.
Warren Digital will exercise its termination rights reasonably, in good faith and consistently with applicable Australian law.
7. Warren Digital’s Rights and Intellectual Property
7.1 Intellectual Property
Unless otherwise agreed in writing, Warren Digital retains ownership of its pre-existing intellectual property, proprietary methods, templates, scripts, software, internal processes and agency systems.
Ownership and licensing of Customer-specific deliverables will be determined by the applicable Agreement and intellectual property laws.
7.2 Agency Systems and Tools
Warren Digital’s internal tools, reporting systems, SEO platforms, workflows, business processes and confidential agency information remain the property of Warren Digital or their respective owners.
The Customer does not acquire ownership of, or unrestricted access to, these systems merely by engaging Warren Digital.
7.3 Assignment
Warren Digital may assign its contractual rights or obligations upon providing 30 days’ written notice, subject to the Agreement and applicable law.
8. Privacy
Warren Digital may collect, use and disclose personal information where reasonably necessary to:
- Provide the agreed Services.
- Communicate with Customers.
- Manage invoicing and payments.
- Maintain business records.
- Comply with legal obligations.
- Conduct lawful marketing activities.
Personal information will be handled in accordance with applicable Australian privacy legislation and Warren Digital’s Privacy Policy.
9. Confidentiality
Both parties agree to take reasonable steps to protect confidential business information obtained through the commercial relationship.
Confidential information may be disclosed where required by law or with the consent of the party entitled to protect that information.
Confidentiality obligations continue after termination to the extent required by the Agreement or applicable law.
10. General Provisions
10.1 Governing Law
These Terms and Conditions are governed by the laws of New South Wales, Australia.
10.2 Severability
If any provision is found to be invalid or unenforceable, the remaining provisions will continue to operate to the extent permitted by law.
10.3 Entire Agreement
The Agreement and applicable Associated Documents constitute the agreed contractual arrangements between the parties, subject to any rights or representations that cannot lawfully be excluded.
10.4 No Waiver
A failure or delay by either party to enforce a contractual right does not automatically constitute a waiver of that right.
11. Advertising Account Ownership and Access
11.1 General Principles
Advertising account ownership, administrative access and management permissions depend on the account’s creation arrangements, platform rules and the applicable Agreement.
A distinction is made between accounts owned by the Customer and accounts owned by Warren Digital.
11.2 Google Ads Accounts
Where the Customer owns a Google Ads account and authorises Warren Digital to manage it, the Customer retains ownership of that account.
Where an account is created and owned by Warren Digital, ownership and any transfer arrangements will be determined by the applicable Agreement and Google Ads platform requirements.
Linking an advertising account to Warren Digital’s Google Ads Manager account does not, by itself, transfer ownership of that account to Warren Digital.
11.3 Meta Advertising Accounts
Meta advertising account ownership and access are governed by the applicable Meta business portfolio arrangements, platform requirements and Agreement.
Where an advertising account is owned by Warren Digital and made available for Customer campaign delivery, any transfer or continued access will be subject to the applicable Agreement and Meta’s technical and policy restrictions.
11.4 Customer-Owned Advertising Assets
Customer-owned advertising accounts, business pages, websites, domains and other digital assets remain the property of the Customer.
Warren Digital will not intentionally prevent lawful access to Customer-owned assets following termination.
11.5 Agency-Owned Assets
Warren Digital retains ownership of agency-owned intellectual property, internal tools, proprietary systems and other assets that have not been expressly transferred to the Customer.
Any licence or continued use of such assets following termination will be determined by the applicable Agreement.
12. PPC Terms
12.1 Payment
PPC management fees are payable in advance unless otherwise agreed in writing.
12.2 Advertising Budgets
The Customer is responsible for the advertising budget approved for their campaigns.
Warren Digital will use reasonable care and skill in managing agreed budgets, but actual platform expenditure may vary due to platform billing, pacing and delivery systems.
Warren Digital does not guarantee that advertising platforms will spend precisely the daily or monthly budget specified.
12.3 PPC Performance
Warren Digital does not guarantee particular advertising outcomes, including lead volumes, conversion rates, sales, advertising positions or return on advertising spend.
12.4 PPC Termination
PPC Services may ordinarily be terminated by either party with 30 days’ written notice, unless otherwise expressly agreed.
Warren Digital may suspend or terminate PPC Services immediately where the grounds in Section 6.3 apply.
Termination for commercial viability reasons will be governed by Section 6.4.
12.5 Campaign Responsibility Following Termination
Once PPC management Services end, Warren Digital is no longer responsible for ongoing campaign management, optimisation, monitoring or reporting, except where required by the Agreement or applicable law.
The Customer must arrange ongoing management or pause campaigns within accounts they control to avoid unwanted advertising expenditure.
13. Live Chat Services
13.1 Lead Classification
Where Warren Digital provides a pay-per-qualified-lead live chat service, leads are classified as follows:
Sales – Billable: A visitor who is not an existing customer, expresses interest in a service offered and provides their name and contact information.
Service – Non-Billable: An existing customer seeking assistance, support, rescheduling or account-related information.
Other – Non-Billable: Unrelated enquiries, spam or unsolicited sales contacts.
13.2 Customer Responsibilities
The Customer must notify Warren Digital within a reasonable timeframe if they believe a lead has been incorrectly classified.
Lead disputes will be assessed reasonably and in accordance with the Agreement and applicable law.
13.3 Live Chat Pricing
- One-time setup fee: $200.
- Qualified lead fee: $20 per qualified lead.
- Qualified leads are billed in arrears.
13.4 Service Acceptance
By engaging Warren Digital’s live chat service, the Customer agrees to the applicable lead classification and billing arrangements, subject to Australian law.
14. Consumer Guarantees and Statutory Rights
Nothing in these Terms and Conditions is intended to exclude, restrict or modify any consumer guarantee, statutory right or remedy that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law.
Where any provision conflicts with a mandatory legal requirement, that requirement will prevail to the extent of the inconsistency.
Warren Digital Pty Ltd
ABN 22 647 318 250
New South Wales, Australia
Last Updated: 12 October 2026