Terms and Conditions
Effective Date: 23/03/2026
1. About these Terms
These Digital Services Terms and Conditions (“Terms”) govern the provision of professional digital services by IONYX Digital Pty Ltd (ABN 86 682 816 404) (referred to as “IONYX Digital”, “we”, “us”, or “our”).
These Terms apply to design, branding, website development, digital marketing, consulting, capability statements, UX/UI services, hosting (where applicable), and related digital services (“Services”).
2. Formation of Agreement
A binding agreement is formed when:
- We issue a written Quote or Proposal; and
- The client accepts the Quote (in writing or electronically); and
- Any required deposit or upfront payment is received.
The accepted Quote together with these Terms forms the entire agreement between the parties (“Agreement”).
Unless otherwise stated, Quotes expire 30 days after issue.
3. Scope of Services
Services are limited to those expressly described in the accepted Quote.
IONYX Digital is not responsible for any functionality, deliverable, integration, or outcome not specifically included in the agreed scope.
4. Client Responsibilities
The Client agrees to:
- Provide accurate, complete, and lawful content, branding assets, and required information
- Provide timely approvals and feedback
- Consolidate feedback into structured responses where requested
- Provide necessary access credentials (hosting, CMS, domain, email, third-party tools)
- Ensure all supplied materials do not infringe third-party intellectual property rights
The Client is responsible for the legality, accuracy, and compliance of all materials supplied.
Delays in client input, approvals, or access may impact project timelines and delivery dates. IONYX Digital is not liable for delays caused by the Client.
5. Fees and Payment
5.1. Pricing
All prices are in Australian Dollars and exclusive of GST unless stated otherwise.
5.2. Payment Terms
Invoices are payable within 7 days unless otherwise agreed.
IONYX Digital may:
- Request progress payments
- Require upfront deposits
- Suspend services for overdue accounts
5.3. Deposits and Refunds
Deposits are non-refundable once work has commenced.
If a project is cancelled after commencement, the Client must pay for:
- All work completed to date; and
- Any committed third-party costs.
5.4. Late Payment
Overdue accounts may incur interest at a reasonable commercial rate.
IONYX Digital reserves the right to suspend delivery for unpaid invoices.
6. Changes and Variations
6.1. Scope Changes
Unless otherwise stated in the Quote, projects include up to two (2) rounds of revisions. Additional revision rounds or substantial changes beyond the agreed scope may be treated as a variation and charged accordingly.
Changes requested after scope approval may:
- Attract additional fees
- Extend delivery timelines
Additional work outside the agreed scope will be charged at IONYX Digital’s standard hourly rate (currently $160 AUD per hour), unless otherwise agreed in writing.
6.2. Timeline Adjustments
Project timeframes are estimates unless expressly agreed as fixed milestones.
Delivery timelines may be adjusted where:
- The Client delays feedback or approvals
- Access or required materials are not provided
- Scope variations occur
6.3. Client Approvals
The Client must review and approve deliverables within a reasonable timeframe.
Failure to provide feedback within a reasonable timeframe may delay project completion.
Publication or launch of any website or digital platform will only occur after Client approval, unless otherwise agreed in writing.
7. Intellectual Property
7.1. Pre-Existing IP
Each party retains ownership of its pre-existing intellectual property.
7.2. Project Deliverables
Upon full payment:
- The Client receives a licence to use the final approved deliverables for their intended business purpose.
- Unless otherwise agreed, source files, working files, development assets, and underlying frameworks remain the property of IONYX Digital.
If source files are requested, additional fees may apply.
7.3. Portfolio Rights
IONYX Digital may display completed work in portfolios, case studies, and promotional materials unless otherwise agreed in writing.
8. Third-Party Services
Projects may involve:
- Hosting providers
- CMS platforms
- Plugins
- Marketing tools
- Cloud services
- External integrations
IONYX Digital is not responsible for:
- Third-party service interruptions
- Platform policy changes
- Security vulnerabilities in third-party systems
- Changes to third-party pricing structures
We may engage subcontractors or specialist providers to deliver components of the Services. We remain responsible for work performed by subcontractors.
Ongoing hosting or maintenance requires a separate agreement where applicable.
9. Website and Digital Platforms
Where website or digital platform development is included:
IONYX Digital prepares content and designs based on information and instructions provided by the Client.
The Client is responsible for ensuring all supplied information is accurate, lawful, and does not infringe third-party rights.
Final approval of all content, design, and functionality rests with the Client prior to publication.
IONYX Digital does not provide legal advice and is not responsible for the Client’s compliance with e-commerce, privacy, accessibility, or industry-specific regulations unless expressly agreed.
10. Warranties
IONYX Digital warrants that Services will be performed with reasonable skill and care.
Except as required by law, we do not guarantee:
- Specific commercial outcomes
- Search engine rankings
- Revenue increases
- Uninterrupted platform availability
- Compatibility with future third-party platform updates
11. Limitation of Liability
To the maximum extent permitted by law:
- IONYX Digital is not liable for indirect, incidental, special, or consequential damages, including loss of profit or business opportunity.
- Total liability is limited to the total fees paid under the relevant project.
Nothing in this Agreement excludes, restricts, or modifies any consumer guarantees, rights, or remedies under the Australian Consumer Law that cannot lawfully be excluded.
12. Termination
Either party may terminate:
- By mutual agreement; or
- If the other party materially breaches the Agreement and fails to remedy within reasonable written notice.
Upon termination:
- The Client must pay for all work completed to date.
- Deliverables remain subject to payment.
- Any licences granted are conditional upon full payment.
13. Confidentiality
Both parties agree to keep confidential information secure and not disclose it except:
- As required to perform the Services
- With written consent
- As required by law
Confidentiality obligations survive termination.
14. Dispute Resolution
If a dispute arises, the parties agree to:
- Attempt to resolve the dispute in good faith.
- Escalate the matter to senior representatives.
- Consider mediation before commencing court proceedings.
Nothing prevents a party from seeking urgent injunctive relief.
15. Force Majeure
IONYX Digital is not liable for delay or failure to perform Services due to events beyond its reasonable control, including but not limited to:
- Natural disasters
- Government restrictions
- Internet outages
- Cyber incidents
- Third-party platform failures
16. Governing Law
These Terms are governed by the laws of Queensland, Australia.
The parties submit to the non-exclusive jurisdiction of Queensland courts.
17. Amendments
IONYX Digital may update these Terms from time to time.
Updated Terms apply to new Quotes issued after the revision date.
