Terms & conditions

These terms and conditions (Terms) and the proposal we have provided to you (Proposal) govern the provision of all goods and services provided by Dilate ACN 602 812 171 (Dilate).

By accepting the Proposal or using the Services, you agree to be legally bound by these Terms.

In these Terms, “we, “us”, and “our” refer to Dilate Digital Pty Ltd ACN 602 812 171 and “you”, “your” and “Client” refer to the Client named in the Proposal.

Words in these Terms that are capitalised have defined meanings. You can find a list of defined words and their meanings in the Definitions at the end of this document.

Last Updated: February 2025

Terms of Agreement
1. The Agreement between you and Dilate for the provision of the Services consists of the Proposal and these Terms.
2. If these Terms have been provided to you as an attachment to the Proposal, signing or acceptance of the Proposal constitutes your acceptance of these Terms, including by electronic or online acceptance.
3. If there is any inconsistency between these Terms and the Proposal, the terms of the Proposal shall prevail to the extent of the inconsistency.
4. If there is any inconsistency between the Agreement and any terms of trade or ordering adopted by the Client (including the terms of any order form or purchase order used by the Client) the terms of the Agreement shall prevail.
5. We may change these Terms by giving you written notice. If the changes are significant or material, we will give you written notice at least 30 days before the changes take effect. We will act reasonably in exercising our right to change these Terms. If we make changes under this you have the right to terminate the Agreement before the changes take effect, in accordance with clause 2.2(a).
Minimum Term, Renewal, and Termination
1. Term and Renewal
  1. The Agreement commences on the earlier of the date of commencement specified in the Proposal, the date you notify us that you accept the Proposal or the date on which we commence the Services and continues until the Agreement expires in accordance with the terms of the Proposal or is terminated in accordance with the terms of the Agreement.
2. Termination by you
  1. You can terminate the Agreement at any time and for any reason by giving us at least 30 days’ prior written notice of termination, but if you give notice under this clause within the first 60 days of the Agreement the notice period is extended so it expires on the date 90 days after the date the Agreement commenced.
  2. You also can terminate this Agreement by providing written notice to us if:
    1. we fail to remedy a material breach of the Agreement within 30 days of you giving us notice of the breach in writing;
    2. where we cease to be able to pay all our debts as they fall due, become insolvent, go into liquidation or administration, bankruptcy or such other similar arrangement with creditors, or
    3. cease to carry on business.
  3. If we suspend performance of our obligations under these Terms, you have a right, during the period of suspension, to terminate immediately upon notice to us.
3. Termination by Us
  1. We can terminate for any reason and at any time by providing you with at least 30 days’ prior written notice.
  2. We can suspend the provision of the Services or terminate the Agreement by providing written notice if you fail to remedy a material breach of these Terms within 30 days after we give you written notice of the breach, including without limitation where Fees are overdue (unless they are outstanding as part of a bona fide dispute that you have informed us of prior to the invoice's due date).
  3. We can terminate immediately by giving you written notice if:
    1. you commit a breach of the Agreement that is incapable of remedy;
    2. you have committed fraudulent, illegal, defamatory, or offensive activities or any similar activity in breach of a third party’s rights, or breached a third party’s intellectual property rights;
    3. your use of our Services jeopardises the operation of the services or our business, or the services or business of our suppliers; or
    4. where you cease to be able to pay all your debts as they fall due, become insolvent, go into liquidation or administration, bankruptcy or such other similar arrangement with creditors, or cease to carry on business.
4. What happens on termination
  1. After termination you must pay any Fees that are due and payable to us up to the date of termination, including any Fees invoiced by us for the applicable notice period (pro rata for any period less than a full month, where appropriate).
  2. We may delete all data held by us after the expiry of at least 90 days following termination.
  3. Any limitations on liability which apply under these Terms continue after termination of the Agreement but termination does not release either party from any rights arising from any breach of this Agreement or other claims either party has against the other prior to termination.
  4. Clauses 1, 2.4,5, 6, 8, 9, 10, 12 and 13 apply after termination of this Agreement.
Client’s Obligations
1. Website Compliance with Local Laws
  1. Dilate is not responsible for ensuring that your website or any associated platforms comply with local, national, or international Laws regarding privacy policies, data management, cookie consent, or other regulatory requirements. This includes, but is not limited to:
    1. the firing of pixels, tracking codes (e.g., GA4 or Meta Pixel), or other data collection mechanisms prior to obtaining user consent under applicable cookie or privacy laws.
    2. the adequacy, accuracy, or enforcement of privacy policies or terms of service displayed on the Client’s website.
    3. compliance with data protection regulations such as GDPR, CCPA, or equivalent laws in the Client’s jurisdiction.
  2. The Client is solely responsible for implementing and maintaining all necessary measures to ensure compliance with all relevant Laws, including providing clear cookie notices, obtaining user consent, and ensuring accurate privacy policy documentation. Dilate may, upon request from the Client, provide guidance or recommend third-party tools to support compliance; however, such assistance does not constitute legal advice or a guarantee of compliance.
2. General
  1. You must comply with these terms at all times in your use of the Services. .
  2. You must co-operate with us and do all things reasonably and properly required so we can provide the Services.
  3. You agree to use the Services only for lawful purposes. You are prohibited from posting on or transmitting through the services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including, but not limited to; any material which encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable Law.
  4. Subject always to Law, Dilate may elect to monitor the services for adherence to these Terms electronically.
  5. We reserve the right to prohibit or remove conduct, communication, or Content which we, acting reasonably and in good faith, deem to be harmful to individual users or other third-party rights or to violate any applicable Law. We will provide you with notice if we exercise our rights under this clause.
Services
1. Digital Advertising Management (All Media Platforms such as Google Ads Accounts & Meta Ads Accounts)
  1. This clause 4.1 applies where the Services include digital advertising services.
  2. Dilate will set up online advertising campaigns and deliver paid traffic to your website. If paid traffic cannot be delivered to the website in question due to matters outside Dilate’s control, including the editorial policies of the search engines or advertising platforms regarding the acceptance of advertiser web properties, then we will notify you of the situation in writing. Dilate is not to be held liable in this situation.
  3. You must pay the costs associated with media and clicks generated from running digital advertising services directly to the relevant third party provider (for example, Google).
  4. You must comply with all advertising platform guidelines for each platform on which you advertise (for example, Google).
  5. Dilate does not guarantee specific results, including but not limited to impressions, clicks, leads, or conversions. Campaign performance may be influenced by factors beyond Dilate’s control, such as industry trends, market conditions, and changes to advertising platform algorithms.
  6. You are responsible for the accuracy and legality of all advertising materials (e.g., text, images, videos) provided to Dilate. Dilate is not liable for any compliance issues or claims arising from the Content you supply.
  7. Dilate is not responsible for any account suspension, ban, or restriction imposed by advertising platforms. if this happens, Dilate will notify you promptly and provide you with reasonable assistance to address the issue.
  8. All advertising accounts and associated data, including performance metrics, remain your property unless otherwise agreed. Dilate will provide regular reports on campaign performance as outlined in the Proposal.
  9. If third-party tools or integrations are required for campaign management or reporting, Dilate is not liable for any errors, downtime, or inaccuracies caused by those third-party services.
  10. Dilate produces media plans for paid advertising services to the best of its ability, utilising industry benchmarks, historical performance data, and insights from multiple sources to provide accurate forecasting. While every effort is made to deliver reliable and effective plans, the Client acknowledges and agrees that advertising performance and results may be influenced by factors beyond Dilate’s control. These factors include, but are not limited to:
    1. Changes in market conditions or competition.
    2. Platform algorithm updates or policy changes.
    3. Client delays in approving campaigns or providing necessary assets.
    4. Budget constraints or adjustments.
    5. Unforeseen audience behaviour or external economic factors.
    6. The current status of the Client’s website, including but not limited to its design, speed, and usability, which may impact the success of campaigns.
    7. Website changes made by the Client or third parties that affect user experience, tracking, or campaign performance.
    8. Issues with website Content, such as inaccuracies, broken links, or non-optimised materials that could hinder campaign effectiveness.As such, Dilate cannot be held liable for deviations from the forecasted results or specific performance outcomes. The media plans provided should be regarded as projections based on available data, not guaranteed results.
  11. The Client acknowledges that campaigns and advertising accounts managed by Dilate are optimised and maintained in line with best practices and strategic objectives. Any changes made by the Client or a third party to campaigns or ad accounts created or managed by Dilate without prior written notice or approval will void Dilate’s responsibility for the performance or results of those campaigns.
  12. Dilate cannot be held liable for any issues, underperformance, or damages resulting from such unauthorised changes. Furthermore, Dilate reserves the right to terminate the engagement immediately if such actions occur, with all outstanding fees payable by the Client as per the terms of this Agreement.
2. Upload of Content to Client Websites
  1. This clause 4.2 applies where the Services include making changes to your website under a retainer arrangement.
  2. Dilate will upload optimised Content and metatags to your website, where a web page is written in a language that our technicians are trained in. If a web page has been designed using languages that we are not skilled in, uploading Content will be the responsibility of the Client and/or their webmaster.
  3. Clients who provide Dilate access to make changes to their website do so with the understanding that Dilate is not liable for any errors that may occur in these updates. Dilate must make all website changes with full care and the skill expected of a professional provider of the services. The Client agrees to have a regular backup system in place, and by signing the agreement with us, you warrant that you have a regular and secure backup system in place. Where the services include website hosting by Dilate, Dilate must provide the backup and security services as specified in the Proposal.
3. Website Design and Development
  1. This clause 4.3 applies the Services include website design and development services.
  2. Website design and development services are provided as per your proposal with Dilate. An approximate timing schedule is provided at the time of the proposal. Failure to provide assets, Content, feedback, or other items within the specified time will delay the development and launch of the website.
  3. After the launch of a website, the Client is responsible for backing up their website on a regular basis. If requested to do so by the Client, Dilate will assist the Client regarding the setup of its website backup. Dilate will take regular backups for websites hosted with us; however, we advise Clients to take their own backups in addition. In the event that your website goes down or encounters another error, and it is hosted on a website server other than the Dilate server, we are not responsible for bringing your website back online.
  4. Unless otherwise agreed to be part of the Services, where plugins have been used within a website, or on a platform that requires version control:
    1. it's your responsibility to manage and maintain these once the website is live;
    2. where plugins have ongoing fees attached, it is also your responsibility to ensure payment is current to ensure using that plugin's service;
    3. we will use all reasonable efforts to ensure all plugins and CMS versioning are up-to-date when the site is launched, but we are not responsible for checking through each site and ensuring payments, plugins, or CMS versions are up-to-date once launched.
  5. Where the scope of work changes partway through the project, our Digital Producers will rescope the project to take into account changes to cost and timeline.
  6. Should there be a monthly payment arrangement in place, upon cancellation of marketing services, you will receive an invoice for the balance of work completed.
  7. Where Dilate has purchased a third-party custom font for use on the website we build for you, this will be purchased for web-use only and the files of the purchased font will be supplied to you. If the font is an Adobe Font, we will reference Dilate's Adobe License in the code. If a free Google font, nothing needs to be actioned here. Please note: if maintenance of the website code or plugins causes the Adobe reference to be removed, this is your responsibility and not Dilate's. Likewise, if the purchase period for the font has ended or the usage allowance exceeded, this is then the Client's responsibility to re-purchase.
  8. Within three months of delivery of the initial scope of the Services, we will review the scope of the Services to verify the scope remains aligned with your needs.
  9. If the initial scope of the Services has not commenced within four months, a comprehensive reassessment will be required, which may result in a revised scope and project brief.
4. Project Delays
  1. This clause 4.4 applies if the Services include project work.
  2. Where you cause a delay in the project that extends to one month:
    1. we reserve the right to place the project on hold. A rescheduling fee equivalent to four (4) hours of work, charged at our current hourly rate, will apply.
    2. when you are ready to proceed, we will provide you with a new timeline for completion of the work . We may not be able to resume the work immediately. If rework of development (e.g., plugin updates or WordPress updates) is required upon restarting, we reserve the right to provide you with a revised scope of work and additional Fees to bring the website back up-to-date.
  3. If you cause a delay that extends to six months or more:
    1. when you are ready to recommence, we will undertake a comprehensive scope reassessment and review. This process will involve evaluating all previously agreed deliverables and determining the necessary adjustments based on changes in the digital landscape during the delay. This may include additional tasks such as revising the Project Management and Scheduling plans, updating or replacing plugins, upgrading WordPress versions, PHP, and other relevant components to ensure compatibility and optimal performance.
    2. We will prepare a new scope of work, detailing the required updates, modifications, and associated costs.
    3. You must review, approve, and confirm your acceptance of this updated scope before work can recommence, acknowledging that the costs and timelines may differ significantly from the original estimates provided in the Proposal.
  4. Where you cause a project delay of twelve months or more, we may compile and deliver to you all work performed up to the point where we ceased work as a result of the delay, and this will end the Agreement.
5. Website Hosting Services
  1. This clause 4.5 applies only to website hosting services that are provided as part of the Services.
  2. We will use all reasonable commercial endeavours to ensure that your website uptime availability will be at least 99%, except where the failure results from:
    1. a failure or malfunction in relation to any device or equipment, any software or power supply outside our control, unless caused by our wrongful act or omission
    2. your act or omission (or a person under your direction or control);
    3. a failure or malfunction of any software forming part of the Services accepted by the Client without having been subjected to a testing regime due to its time or critical nature, including updates, patches, definitions, etc.;
    4. during scheduled maintenance windows, and any emergency maintenance and upgrade work;
    5. a requirement, direction, or any other order issued by a court, government authority, administrative, or judicial body;
    6. unauthorised or illegal access by any party to any part of the computer systems used to provide the Services, including hacking, cracking, virus dissemination, and denial-of-service attacks;
    7. any false breaches reported as a result of outages or errors of any Dilate measurement system; or
    8. DNS propagation(Uptime SLA).
  3. If in any calendar month, should we fail to meet the Uptime SLA, we will refund to you, as your sole right or remedy, a 100% percentage credit of the fees for the relevant Service in that month (Service Credit).
  4. Service Credits are calculated against that month’s web hosting fees and charges only.
  5. You must request a Service Credit in writing via our email address support@dilate.com.au. All requests must be made within 30 days of the Uptime SLA breach occurring, and you must provide Dilate with details of the breach claimed for verification purposes.
  6. If the breach is confirmed by Dilate (based on Dilate’s records obtained from its monitoring services) to have occurred, then Dilate will, within 60 days of your request being received, apply the relevant Service Credit to your account.
  7. Dilate will provide information regarding uptime and access to Dilate’s records from its monitoring services as reasonably requested by the Client from time to time to assist the Client to monitor uptime performance.
  8. You will not be entitled to receive a Service Credit if, at the date of your request for a Service Credit, you are in breach of any of your obligations under your Agreement and these Terms, including the obligation to pay Fees.
  9. You will be entitled to make only one claim for a Service Credit per month.
  10. Unless agreed within the scope of work in the Proposal, Dilate will not provide any assistance in email setup and will refer any such work to a third party. If included in the scope of work in the Proposal, Dilate will assist in the setup of your email addresses via a selected third party. Any further support regarding the setup or ongoing usage of your email will be provided via a third party.
6. Search Engine Optimisation (SEO)
  1. This clause 4.6 applies to SEO Services provided under a retainer arrangement.
  2. Dilate will undertake the optimisation of your website as per best-practice techniques used in the industry.
  3. Although we are the specialists in the industry, you agree and understand that SEO does not provide any guaranteed results and that results can vary based on your website history, industry, and many more factors. You agree to release us and any employee, owner, or director of Dilate from being liable for any damages, cost, or loss of business due to any incidents and/or issues relating to any search engine’s actions.
  4. Websites which fail to comply with the following guidelines are excluded from any expectations which may have been set with respect to the SEO results:
    1. Where the submitted site is not the destination URL including 301, 302, and DNS redirects.
    2. Without Content which can be readily indexed by a search engine, including but not limited to sites which contain only images, frames, or flash Content.
    3. That rely heavily on Content or links to Content created for another website, such as affiliate Content.
    4. Which results in a 404 error or has frequent downtime.
    5. Which are secure such as HTTPS pages.
    6. Where the “robots.txt” file is set up in a manner which disallows crawling by search engine spiders and web robots.
    7. Where the website’s Content is predominantly a duplicated version of Content found on other website/s.
    8. If the website contravenes any other listing and SPAM guidelines as outlined by Google or any other search engine.
    9. You agree and understand that if you alter your SEO keywords after your initial selection of the keywords, Dilate has the right to charge you additional fees provided that the additional fees are notified to you prior to commencement of any such additional work.
7. Website Content MaintenanceAdhoc website maintenance, including Content updates, is charged at our then-current hourly rates with a one (1) hour minimum and has a five (5) business day turnaround time. Website maintenance packages will have Content changes administered 1-2 Business Days after requested. However, at times work will be completed in a faster manner through our ticketing system.
8. Content Production and Approval
  1. Dilate will produce Content as part of the agreed Services, including but not limited to written, visual, or multimedia materials, for use on your website or other platforms managed on their behalf.
  2. All Content produced will be submitted to you for review and approval. You must provide approval or request revisions to the submitted Content within 30 days of receipt. If no response is received within this 30-day period, Dilate reserves the right to publish the Content on your website or any platform managed on your behalf, as deemed appropriate, unless otherwise agreed at the beginning of the engagement. By failing to provide timely feedback or approval, you agree to release Dilate from any liability arising from the publication of the Content, but this excludes any assets intended for paid advertising campaigns, such as ad creatives, videos, and written ad copy, which must be reviewed and approved by you prior to campaign launch.
  3. Any requests for work made after this 30-day period, including reviews or revisions of Content already produced, will be charged at Dilate’s current standard hourly rate.
9. Non-Exclusive Services and Client Limitations
  1. You acknowledge and agree that we provide the Services to you on a non-exclusive basis and we reserve the right to work with other clients within the same industry. By engaging us to provide the Services you acknowledge and agree that we provide services similar to the Services to others, including your competitors. Note – sometimes we may offer exclusivity on agreed terms – cover in Proposal – provide for special conditions
  2. We may (without being obliged to do so) consider factors such as geographic location, market position, and the scope of services offered to others to minimise potential conflicts of interest where appropriate.
10. Client Service PolicyWe provide proactive account management, as well as a number of reporting tools in order for Clients to view the progress of their campaigns. Email and telephone support will be provided for any queries which are in direct relation to your digital marketing campaigns with Dilate. Additional support or consultation services can be purchased if required.
11. Third-Party Plugins, Software & Integrations
  1. Dilate is not liable for any recommendations or suggestions concerning third-party plugins, software, and integrations which may be implemented in relation to the Client’s project. While Dilate strives to recommend quality resources, we cannot guarantee their functionality or compatibility with Client websites.
  2. It is incumbent upon the Client to understand that these external components may not function as intended or may pose issues when integrated with their existing digital infrastructure. Dilate will not be held responsible for any malfunctions, discrepancies, or damage resulting from the use of such third-party resources.
Pricing and Billing
1. Invoicing and Payment Terms
  1. Unless otherwise agreed in writing in a Proposal we may issue invoices to you:
    1. monthly;
    2. upon the completion of a relevant item of work comprising the Services.
  2. Our standard payment terms are seven days from the date of invoice unless otherwise agreed.
2. Pricing
  1. All quoted Fees and other amounts are in Australian dollars and exclude GST unless otherwise noted. Tax invoices will be issued for taxable supplies under GST Law.
  2. Fees and other amounts contained in Proposals are valid for the period specified in the Proposal; however, we may amend a Proposal prior to acceptance if there is an increase in the cost of relevant products or services supplied by third parties.
3. Pricing Changes
  1. You acknowledge and agree that Dilate may change the amount of any Fee, introduce a new Fee, and/or change the circumstances in which, or frequency with which, a Fee is payable at any time after the expiry of the first six months of the term of this Agreement.
  2. We will give you written notice to any changes to Fees at least 30 days before the changes take effect and we will act reasonably in exercising our right to make any changes to Fees.
  3. If we make changes under clause 5.3(a) you have the right to terminate your before the changes take effect, in accordance with clause 2.2(a).
4. Annual CPI Increase
  Pricing for all services under this agreement will be subject to an annual increase in line with the Consumer Price Index (CPI) for Australia, effective from 1st April each year. The increase will be calculated based on the most recent published CPI data available at the time of adjustment. Should a Client be onboarded partway through the year, any increase will be prorated accordingly. By accepting these terms, the Client acknowledges and agrees to this annual adjustment.
5. Interest and Costs
  1. Where any invoiced amount is not paid on or before its due date for payment, interest at 12% per annum will accrue on the overdue amount, and is payable on demand.
  2. You shall be responsible for all legal and collection costs incurred in relation to recovery overdue invoices.
Warranty Disclaimers and Representations
1. Disclaimer
  You expressly agree that use of the Dilate services is at your sole risk. The Dilate services are provided on an “as-is” and “as-available” basis. Dilate expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.
2. Liability Limitations
  Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following:
  1. If the breach relates to goods:
    1. the replacement of the goods or the supply of equivalent goods;
    2. the repair of such goods;
    3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
    4. the payment of the cost of having the goods repaired; or
  2. If the breach relates to services:
    1. the supplying of the services again; or
    2. the payment of the cost of having the services supplied again.
3. Notification Period
  You expressly agree that upon delivery and launch of any website built by Dilate, you will notify us of any required changes as soon as possible and in any event by no later than 30 days after the delivery and launch date. Dilate will consider, in good faith, whether changes notified within this period will be made by Dilate at no additional cost to any provided full website build quotation.
Security
Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the internet generally which are outside Dilate’s control and could result in a breach of security. You hereby expressly waive any claim against Dilate arising out of the loss of data through corruption, piracy, and breach of security or for any other reason outside Dilate’s reasonable control.
Liability and Indemnities
1. Limitation of Liability
  To the maximum extent allowed by Law, Dilate and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors, or employees shall not be liable for any direct, indirect, special, incidental, or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data, lost profits, loss of goodwill, business interruption, or damages arising from loss of use or loss of revenue, arising out of or in connection with the services, any reliance on the services, or because the services are not operational or accessible.
2. Exclusions of Certain Types of Claims
  Dilate shall not be responsible for
  1. any damages caused by third-party software, platforms, or services utilised in connection with the services;
  2. loss or corruption of data not directly caused by Dilate;
  3. Errors or disruptions arising from Client actions, delays, or failure to provide necessary information, approvals, or instructions; or
  4. loss and damage arising from security breaches, hacking, or unauthorised access to third-party systems used by the Client.
3. Cap on Liability
  Dilate’s total liability under this agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by the Client to Dilate for the services in the three (3) months immediately preceding the claim.
4. Client Indemnities
  You will at all times indemnify and hold harmless Dilate and its officers, employees, and agents (those indemnified) from and against any loss (including legal costs and expenses) or liability incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
  1. a breach by you of your obligations under the Agreement or these Terms;
  2. any misuse of the Services by you or any of your Clients or any third party related to you;
  3. any willful, unlawful, or negligent act or omission of you; or
  4. any infringement by you of any third party’s intellectual property rights.
  5. Any actions, statements, or representations made by you that create liability or risk for Dilate.
5. Dilate Indemnity
  Dilate will at all times indemnify and hold harmless you and your officers, employees, and agents (those indemnified) from and against any loss (including legal costs and expenses) or liability incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by Dilate's infringement of any third party’s intellectual property rights.
6. Continuing Indemnity
  Each indemnity under these terms is a continuing indemnity and will constitute a separate and independent obligation of a party from their other obligations under the Agreement or these terms and will survive the completion and termination of the Agreement.
7. Notification of Claims
  Any party seeking indemnification under this clause must notify the other party promptly of the claim, demand, or proceeding and must provide reasonable cooperation, at the indemnifying party’s expense, in defending or resolving the matter. Failure to promptly notify the indemnifying party shall not relieve the indemnifying party of its indemnity obligations, except to the extent that it has been materially prejudiced by such failure.
Intellectual Property
1. Copyright Ownership
  Copyright in the Dilate website (including text, graphics, logos, icons, sound recordings, and software) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in your location, and except as expressly authorised by these terms and conditions, you may not in any form or by any means:
  1. adapt, reproduce, store, distribute, print, display, perform, publish, or create derivative works from any part of this website; or
  2. commercialise any information, products, or services obtained from any part of this website without our written permission.
2. Ownership of Intellectual Property
  1. You acknowledge that all intellectual property of Dilate, such as trademarks, trade names, patents, registered designs, and any other form of intellectual property rights derived from the Services or any other material or services as may be provided by Dilate (Dilate IP) remains the property of Dilate.
  2. All intellectual property rights in the website, including the website design and Content, other than the Dilate IP, will vest in the Client.
3. License to Use Intellectual Property
  Dilate grants to you an exclusive, perpetual, fully paid-up, irrevocable, worldwide license to use any intellectual property created in the Services for the sole purpose of enabling you to derive full benefit from the Services.
4. Warranties and Indemnity
  You warrant that you are entitled to use any intellectual property used by you in relation to the Services, including Content provided to Dilate to display on your website. You indemnify and will at all times keep Dilate indemnified against any action, claim, suit, or demand arising out of or in respect of any breach of any third party’s intellectual property rights.
5. Notification of Breach
  You must immediately notify us immediately of any claim, demand, threat, or notice of proceedings against you relating to any breach of intellectual property rights.
Privacy and Confidentiality
1. Linked Websites
  Some of our Services may contain links to other websites (“linked websites”) which are not owned or operated by Dilate. Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the Content or the terms and conditions and privacy practices associated with linked websites.
2. Dilate Privacy Policy
  You confirm that you have read the Dilate’s Privacy Policy and agree to its terms. The Privacy Policy can be found at https://www.dilate.com.au/privacy-policy/ or if you are unable to access the Privacy Policy, please contact us, and we will send you a copy.
3. Confidential Information
  We undertake to take all due care with any information which you may provide to us when accessing our Services. However, we do not warrant and cannot ensure the security of any information which you may provide to us, save that we will exercise no less care to safeguard your confidential information than we exercise in safeguarding our own confidential information. Additionally, we will only use your confidential information solely for the purpose of providing the Services to you, and we will not use, share, or disclose it to any third parties without your prior written consent.
4. Internet Security Risks
  We do not warrant or represent that the Website or the Services will not be subject to unauthorised or unlawful access. Our compliance with privacy legislation is set out in our separate Privacy Policy which is located here: https://www.dilate.com.au/privacy-policy/.
5. Partner Information Sharing
  If you have been introduced to Dilate via a third-party reseller, some information may be shared with these partners, including your email, name, and products purchased, for reporting purposes.
Dispute Resolution
1. Except where a party seeks urgent interlocutory relief, a party must not commence any court proceedings to resolve any dispute which has arisen in respect of or arises out of this Agreement unless a notice has been given to the other party in accordance with clause 11.2 in relation to that dispute and the Party has complied with the other provisions of this clause.
2. If a party considers that a dispute has arisen in respect of or out of this Agreement, the party must give written notice to the other specifying the nature of the dispute. Once such notice is given, the parties must use reasonable endeavours and negotiate in good faith to resolve the dispute.
3. If the parties have not resolved the dispute within 30 days of the date written notice is given in accordance with clause 11.2, the parties must refer the dispute to the Chief Executive Officers of each party and if within 30 days of the matter being referred to the Chief Executive Officers of each party, the dispute has not been resolved then the Parties may, at the request of either party given in writing to the other party attempt to settle the dispute by mediation.
4. Mediation under this clause is to be conducted in Perth, Western Australia by a mediator who is independent of the Parties and appointed by agreement of the parties or, failing agreement within 7 days of receiving any Party’s notice of dispute, by a person appointed by the Chair of the Resolution Institute (ACN 008 651 232, Level 2, 13-15 Bridge Street, Sydney NSW 2000) or the Chair’s designated representative. The Resolution Institute Mediation Rules will apply to the mediation.
General Provisions
1. Force Majeure
  1. If Force Majeure prevents or delays either party from performing any obligation under this Agreement (other than payment of amounts due), provided that the affected party uses its reasonable endeavours to mitigate the effects of the Force Majeure, that obligation is suspended as long as the Force Majeure continues.
  2. A party claiming it is unable to perform any obligation under this Agreement due to Force Majeure must promptly give notice to the other party stating in reasonable detail the circumstances underlying Force Majeure and will resume performance of any suspended obligation as soon as reasonably possible after termination of such Force Majeure.
2. Governing Law
  These Terms will take effect and be construed in all respects in accordance with the laws of the State of Western Australia. The parties irrevocably submit to the jurisdiction of Western Australia for all proceedings arising in connection with these Terms.
3. Notices and Communications
  Whenever in these Terms the term “in writing” is used in respect of a notice, it means written notice given by letter, notice or email.
4. Assignment and Subcontracting
  1. You must not assign, sub-licence, transfer or otherwise deal with your rights or obligations under the Agreement without our consent.
  2. We may assign, novate or otherwise transfer our rights and/or obligations under the Agreement to any of our affiliated entities, or to any entity that acquires all or substantially all of our business or assets, and we will give you written notice of any such assignment, novation or transfer.
  3. We may subcontract the performance of any or all of its obligations under the Agreement. -
Definitions
For the purposes of this Agreement, the following terms shall have the meanings set out below:“Agreement” refers to the legally binding contract between the Client and Dilate, incorporating these Terms and the Proposal.

“Business Day” means any day other than a day gazetted as a public holiday in Perth, Western Australia.

“Client” refers to the individual, company, or organisation engaging Dilate to provide the Services, as specified in the Proposal.

“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business, technical, financial, or proprietary information, whether in written, oral, electronic, or other form.

“Content” means any text, graphics, images, videos, data, or other materials created, provided, or used as part of the Services.

“CPI” refers to the Consumer Price Index, used as a measure of inflation for the purpose of adjusting service fees annually.

“Dilate” refers to Dilate Digital Pty Ltd, its subsidiaries, affiliates, officers, employees, and agents.

“Dilate IP” has the meantime given to that term in clause 9.2(a).

“Fees” means the fees payable by you to us for the Services, as set out in the Proposal, as varied from time to time in accordance with the terms of the Agreement.

“Force Majeure” means any event which is beyond the reasonable control of the party claiming force majeure and causes or results in prevention of the performance by the affected party of any of its obligations under this Agreement, and includes (without limitation):

(a) any act of God, cyclone, earthquake, or other natural physical disaster, fire, flood or pandemic;
(b) strike, lockout, labour dispute or other industrial action by workers or employees; and
(c) delays in supply of products and services provided by third parties.

“Law” means the common law and the provisions of any statute, rule, regulation, proclamation, ordinance, or by-law, present or future, whether state, federal, or otherwise.

“Proposal” means the proposal provided by Dilate outlining the scope, deliverables, timelines, and Fees for the Services, as amended from time to time in accordance with these Terms or by agreement between Dilate and the Client.

“Services” refers to all services provided by Dilate as outlined in the Proposal or otherwise agreed between the parties, including but not limited to digital advertising, Content creation, website development, SEO, and consulting.

“Service Credit” has the meaning given to that term in clause 4.5(c).

“Terms” means these Terms and Conditions, including any amendments or additional provisions incorporated into the Agreement.

“Unauthorised Changes” means any alterations made by the Client or a third party to campaigns, ad accounts, websites, or other assets managed by Dilate without prior written notice or approval.

“Uptime SLA” has the meaning given to that term in clause 4.5(b).