Terms and Conditions

TERMS OF ENGAGEMENT

RECITALS

Anvil Digital is a provider of Services, as defined in this Agreement.
The Client wishes to engage Anvil Digital to provide certain digital marketing Services.
The Parties wish to formalise their agreement with respect to the Services, as set out in this Agreement.

1.1. Definitions

1.2. Confidential Information includes any business, financial, technical, marketing, or strategic information, Client account credentials, access details, advertising data, reports, budgets, campaign performance metrics, and any materials, strategies, or methodologies shared by Anvil Digital in connection with the Services. It excludes information that is publicly available, lawfully obtained from a third party without a duty of confidentiality, independently developed without reference to the disclosing Party’s information, or required to be disclosed by law, provided reasonable notice is given where permitted.

1.3. Services means the digital marketing services provided by Anvil Digital as subscribed by the Client. These may include, but are not limited to, account setup, optimization, and implementation (e.g., Google Ads, GA4, Google Tag Manager, Merchant Centre), dedicated account management, scheduled advisory calls, e-commerce solutions, competitor analysis, campaign management (including Shopping, Performance Max, and remarketing), digital strategy development, sales and conversion tracking, and general marketing advisory services.

1.4. Client means the party entering into this agreement with Anvil Digital.

1.5. Client Platforms means the digital platforms and accounts required for the provision of Services, including but not limited to Google Ads, Google Tag Manager, Google Analytics, and, where applicable, the Client’s website CMS.

1.6. Agreement means this Terms of Engagement document, including any forms or agreements that specify the nature of the services and associated fees offered by Anvil Digital to which the Client has accepted.

1.7. Fees means all charges payable by the Client for the Services, as set out in this Agreement and applicable to the Client’s chosen Service.

2. Services Provided

2.1. Anvil Digital (“We” or “Us”) agrees to provide the Services in accordance with the scope of work, service level, and applicable fees for such Services.

2.2. The Services specifically exclude any SEO, full-scale website development, or social media management. However, where applicable, we may refer the Client to partner agencies that specialize in such services. The Client acknowledges that any engagement with third-party providers will be at their own discretion and expense, and we do not assume responsibility for services rendered by external providers.

2.3. Anvil Digital commits to implementing best practices and optimizing campaigns to maximize potential outcomes for the Client; however, Anvil Digital does not guarantee specific results, including but not limited to increased revenue, leads, or conversions, as the performance of digital marketing campaigns is subject to numerous external factors beyond its control, including market conditions, competition, and platform algorithm changes.

2.4. While there is no fixed-term contract, Anvil Digital strongly recommends a minimum engagement period of 6–8 weeks to properly assess and optimize campaign performance.

2.5. The Client acknowledges that early termination within this period may prevent a full evaluation of the Services and campaign effectiveness.

3. Client Responsibilities

3.1. The Client agrees to provide Anvil Digital with the necessary management and administrative access to the Client Platforms. The Client acknowledges that failure to provide such access in a timely manner may delay the commencement or effectiveness of the Services.

3.2. The Client is responsible for ensuring that all access credentials, business information, and any other materials required for the effective performance of the Services are provided promptly and kept up to date. If access credentials are changed or revoked for any reason, the Client must notify Anvil Digital immediately and provide updated access details.

3.3. The Client agrees to provide timely approvals for campaign strategies, ad creatives, budgets, and other key components necessary for the implementation of the Services.

3.4. The Client is responsible for the accuracy and legality of any information, content, or materials provided to Anvil Digital for use in advertising campaigns. The Client warrants that they have the necessary rights, licenses, or permissions to use and distribute any content provided and that such content complies with applicable laws, regulations, and advertising policies.

3.5. The Client acknowledges that delays in providing requested information, approvals, or required access may affect campaign performance and that Anvil Digital will not be held responsible for any negative impact resulting from such delays.

3.6. The Client is responsible for maintaining sufficient advertising budgets as required for the Services. If the Client reduces, restricts, or suspends advertising budgets, they acknowledge that campaign effectiveness may be impacted, and Anvil Digital will not be held liable for reduced performance or lost opportunities.

3.7. The Client shall promptly notify Anvil Digital of any significant changes to their business, products, services, or advertising objectives that may impact the strategy or direction of the Services.

3.8. If the Client engages third-party providers or makes unauthorized modifications to campaigns or settings, the Client must notify Anvil Digital in advance. Failure to do so may negatively impact campaign performance, and Anvil Digital will not be responsible for any resulting adverse effects.

4. Pricing and Payment Terms

4.1. The Client acknowledges that the fees payable under this Agreement are for the Services provided by Anvil Digital and do not include any advertising spend. The Client is solely responsible for any advertising costs, which will be charged directly by the relevant advertising platform (e.g., Google Ads, Meta Ads) to the Client’s nominated payment method.

4.2. The Client agrees to pay the fees applicable to the Services as agreed between the parties.

4.3. Payments will be processed by way of direct debit on a weekly basis unless otherwise agreed in writing between the parties.

4.4. The first payment, which includes the setup fee and the first weekly management fee, will be debited upon commencement of the Services.

4.5. Weekly direct debit payments will continue until the Services are cancelled or paused in accordance with clause 11 (Pausing Services).

4.6. The Client consents to payments being processed via direct debit and agrees to do all things and provide all necessary information required to establish and maintain the direct debit arrangement.

4.7. The Client is responsible for ensuring that their payment details are accurate and up to date at all times. Any failure to process payments due to incorrect or outdated details will be the Client’s responsibility, including any fees incurred as a result.

4.8. If the Client withdraws consent for direct debit payments at any time, Anvil Digital reserves the right to terminate this Agreement immediately and without notice under clause 10 (Termination).

4.9. If the Client disputes any charges, they must notify Anvil Digital in writing within seven (7) days of the charge being made. Failure to dispute a charge within this timeframe will be deemed acceptance of the amount billed.

4.10. If payment is not received within seven (7) days of the due date, Anvil Digital reserves the right to suspend the Services until payment is made. The Client acknowledges that any suspension may impact campaign performance.

4.11. If payment remains outstanding for fourteen (14) days, Anvil Digital may terminate this Agreement without further notice, and all outstanding fees will become immediately due and payable.

4.12. The Client remains responsible for any advertising costs accrued on third-party platforms (such as Google Ads) during any period of non-payment, suspension, or termination.

4.13. The Services are provided on a flexible rolling arrangement, meaning the Client may continue with weekly payments until they choose to cancel or pause in accordance with clause 11 (Pausing Services).

4.14. If the Client fails to make any payment when due, interest will accrue at a rate of 9% per annum, calculated daily and compounded monthly until the outstanding amount is paid in full.

4.15. The Client agrees to reimburse Anvil Digital for any reasonable costs incurred in recovering overdue amounts, including but not limited to legal fees, debt collection agency fees, and associated administrative costs.

5. Intellectual Property

5.1. The Client shall retain full ownership of their Client Platforms, and any other accounts used in connection with the Services.

5.2. The Client also retains ownership of all data, reports, advertising content, creatives, and campaign materials developed or managed under this Agreement, subject to the terms outlined in this clause.

5.3. Anvil Digital shall act solely as a manager within the Client’s account hierarchy and does not claim ownership over the Client’s accounts or assets.

5.4. Notwithstanding the preceding clause, Anvil Digital retains the right to use processes, templates, strategies, methodologies, and proprietary tools developed or used during the provision of the Services, provided that such use does not disclose or infringe upon the Client’s confidential information.

5.5. The Client grants Anvil Digital a non-exclusive, royalty-free license to access, use, and modify Client-owned assets strictly for the purpose of delivering the Services.

5.6. This license will immediately terminate upon the expiration or termination of this Agreement, except as required for record-keeping or compliance purposes.

5.7. If any third-party materials (e.g., stock images, licensed software, APIs) are used in connection with the Services, the Client agrees to comply with the applicable third-party licensing terms. Anvil Digital will not be liable for any licensing issues arising from the Client’s failure to maintain appropriate licenses.

5.8. The Client acknowledges that third-party tools or integrations (e.g., Google Ads, analytics software) may impose their own usage restrictions, fees, or limitations, which are the sole responsibility of the Client.

5.9. The Client acknowledges that Anvil Digital may provide similar services to other clients and is not restricted from using general knowledge, know-how, and expertise gained in providing the Services.

5.10. Nothing in this Agreement prevents Anvil Digital from using or reusing non-client-specific techniques, insights, or marketing strategies developed in the course of delivering the Services.

5.11. Upon termination, the Client will have no further rights to any proprietary strategies, optimisations, templates, or intellectual property developed by Anvil Digital unless expressly agreed otherwise in writing.

5.12. Any tools, methodologies, or campaign structures implemented by Anvil Digital will remain the property of Anvil Digital, unless otherwise transferred under a separate agreement.

6. Confidentiality

6.1. Both Parties agree to treat all Confidential Information as strictly confidential and to take all reasonable steps to protect it from unauthorised disclosure, access, or use.

6.2. Confidential Information may only be disclosed to employees, agents, or subcontractors who need to know such information for the purpose of performing obligations under this Agreement and are bound by confidentiality obligations at least as restrictive as those set out in this Agreement.

7. Data Protection and Privacy

7.1. Anvil Digital agrees to comply with all applicable data protection and privacy laws, including the Australian Privacy Act 1988 (Cth), where applicable.

7.2. The Client expressly consents to Anvil Digital collecting, storing, processing, and using their business and personal data as necessary to provide the Services, including but not limited to:

(a) Managing and optimizing advertising campaigns;
(b) Storing login credentials and account details for authorised access to Client Platforms;
(c) Analysing campaign performance and generating reports;
(d) Using data for internal analytics and service improvement; and
(e) Complying with legal, regulatory, and security obligations.

7.3. The Client acknowledges that their consent is voluntary but is a condition of Anvil Digital providing the Services.

7.4. The Client may withdraw consent at any time by providing written notice to Anvil Digital, but acknowledges that withdrawal of consent may impact the ability of Anvil Digital to continue providing the Services effectively.

7.5. Anvil Digital may collect, store, and process personal and business data, including but not limited to Client contact details, account credentials, advertising performance data, and other relevant business information, solely for the purpose of providing the Services under this Agreement.

7.6. The Client data will not be sold, rented, or shared with third parties except as required to fulfill the Services, comply with legal obligations, or as expressly authorised by the Client.

7.7. The Client is responsible for ensuring that any personal data provided to Anvil Digital is accurate, lawful, and necessary for the performance of the Services.

7.8. The Client must not provide any sensitive personal data (as defined under applicable privacy laws) unless expressly agreed in writing.

7.9. The Client must notify Anvil Digital of any restrictions, regulatory requirements, or additional security obligations that apply to their data to ensure proper compliance.

7.10. The Services may involve the use of third-party platforms (e.g., Google Ads, Google Analytics, cloud-based tools). Anvil Digital does not control the privacy policies of these third parties and shall not be responsible or liable for any data handling practices beyond its reasonable control.

7.11. Client data will be retained only for as long as necessary to fulfill the purposes of the Services, comply with legal obligations, or enforce rights under this Agreement.

7.12. Upon termination of this Agreement, the Client may request the deletion of their personal and business data, except where retention is required for regulatory, legal, or legitimate business purposes.

7.13. A Privacy Policy outlining how Anvil Digital collects, processes, stores, and protects Client data will be provided upon request.

8. Refund Policy

8.1. The Client acknowledges that Anvil Digital does not guarantee specific advertising outcomes, return on investment, or business success as a result of the Services. Campaign performance is subject to various external factors beyond Anvil Digital’s control, including market conditions, competition, search engine algorithms, and the effectiveness of the Client’s own offerings.

8.2. Nothing in this Agreement is intended to exclude, restrict, or modify any rights the Client may have under the Australian Consumer Law (ACL) as set out in the Competition and Consumer Act 2010 (Cth). If the Client is a consumer as defined under the ACL, they may be entitled to remedies including a refund, repair, or replacement where the Services fail to meet a consumer guarantee.

8.3. Subject to ACL obligations, refunds may be granted only under the following circumstances, at Anvil Digital’s sole discretion:

(a) Service Errors: If Anvil Digital has made an error or failed to provide the agreed Services in accordance with this Agreement.
(b) Billing Errors: If an incorrect charge occurs, including instances where payments were processed during a suspension period despite prior approval for the suspension.
(c) Exceptional Circumstances: In cases of verifiable financial hardship, Anvil Digital may, at its discretion, issue a refund or credit towards future services.

8.4. Refunds will not be granted in the following cases:

(a) Dissatisfaction with Results: Refunds will not be issued based on campaign performance, as Anvil Digital does not guarantee specific outcomes.
(b) Early Termination by the Client: If the Client chooses to terminate the Services before the recommended engagement period, no refund or credit will be issued for any unused portion of the Services.
(c) Change in Business Circumstances: No refunds will be issued if the Client’s business priorities, marketing strategy, or budget change.
(d) Failure to Provide Required Access or Information: If the Client delays or fails to provide necessary approvals, account access, or content required for campaign execution, refunds will not be granted.
(e) Third-Party Issues: Refunds will not be issued for external platform failures (e.g., Google Ads, analytics tools) or disruptions caused by third-party service providers.
(f) Force Majeure Events: Refunds will not be issued for delays or failures caused by events beyond Anvil Digital’s reasonable control, including but not limited to natural disasters, government actions, or internet service disruptions.

8.5. The Client must submit any refund request in writing detailing the grounds for the claim within seven (7) days of the issue arising. Anvil Digital will review the request and respond within a reasonable timeframe, considering any obligations under the ACL.

8.6. If a refund is approved, it will be issued within fourteen (14) business days via the original payment method or as a credit towards future services, at Anvil Digital’s discretion.

8.7. Refunds granted under exceptional circumstances or financial hardship may be subject to additional terms as deemed necessary by Anvil Digital.

9. Limitation of Liability

9.1. To the fullest extent permitted by law, Anvil Digital’s liability for any claim arising out of or in connection with this Agreement, including for breach of contract, negligence, or other cause of action, will be limited to:

(a) The re-supply of the Services; or
(b) The amount paid by the Client for the Services under this Agreement.

9.2. In no event will Anvil Digital be liable for indirect, consequential, special, or incidental damages, including but not limited to:

(a) Loss of profits, revenue, or anticipated savings;
(b) Loss of business opportunities or market share;
(c) Loss of data or reputational damage.

9.3. The Client acknowledges that digital advertising involves inherent risks and uncertainties, and while Anvil Digital commits to industry best practices, it will not be held liable for factors beyond its reasonable control.

10 Termination

10.1. The Client may terminate this Agreement at any time by providing at least two (2) weeks’ written notice to Anvil Digital.

10.2. During the notice period, the Client remains responsible for all applicable fees and charges related to the Services, including any payments due for work performed up until the termination date.

10.3. Termination will not relieve the Client of any outstanding payment obligations incurred prior to the termination date.

10.4. Anvil Digital may terminate this Agreement immediately by providing written notice if:

(a) The Client fails to make timely payments in accordance with clause 4 (Pricing and Payment Terms);
(b) The Client breaches any material term of this Agreement and fails to remedy such breach within seven (7) days of receiving written notice of the breach;
(c) The Client engages in any conduct that is unlawful, fraudulent, or detrimental to Anvil Digital’s reputation, business operations, or ability to provide the Services; or
(d) Anvil Digital determines, in its sole discretion, that the continuation of the Services is no longer commercially viable or technically feasible.

10.5. In the event of termination under this clause, all outstanding fees and charges will become immediately due and payable, and Anvil Digital will have no further obligation to provide the Services beyond the termination date.

10.6. Upon termination of the Services, the following will apply:

(a) All access granted to Anvil Digital for managing the Client Platforms must be revoked by the Client, and Anvil Digital will no longer be responsible for any campaigns or data associated with those accounts.
(b) Any outstanding invoices will become immediately due and payable, and failure to settle outstanding amounts may result in legal action or debt collection proceedings.
(c) Any work completed but not yet paid for remains the property of Anvil Digital until full payment is received.
(d) If the Client wishes to re-engage the Services after termination, a new agreement, including new setup fees, may be required at Anvil Digital’s sole discretion.

11. Pausing Services

11.1. The Client may request to pause the Services for up to six (6) weeks by providing at least five (5) business days’ written notice before the next billing cycle.

11.2. During a pause period, weekly management fees will not be charged; however, any platform-related costs (e.g., Google Ads spend) will remain the Client’s responsibility.

11.3. If the Client fails to notify Anvil Digital of their intent to resume the Services before the maximum suspension period expires, the Services will automatically resume at the end of the suspension period under the same terms and fees as prior to suspension. If the Client wishes to terminate the Services instead, they must provide written notice in accordance with this Agreement before the suspension period ends.

11.4. Anvil Digital reserves the right to decline a request to pause the Services if multiple pauses have been requested within a 12-month period, or if a pause would materially impact the effectiveness of ongoing campaigns.

12. Exclusivity

12.1. The Client acknowledges that Anvil Digital provides the Services to multiple clients and does not warrant or guarantee exclusivity in delivering the Services to the Client. Anvil Digital reserves the right to offer similar or identical Services to other businesses, including competitors of the Client, without restriction.

12.2. The provision of Services to other clients does not constitute a conflict of interest.

12.3. Nothing in this Agreement will prevent Anvil Digital from using general knowledge, skills, processes, or insights gained from providing the Services to the Client for the benefit of other clients, provided that such use does not disclose or infringe upon the Client’s Confidential Information.

12.4. The Client acknowledges that engaging Anvil Digital does not prohibit the Client from seeking similar services from other providers, unless a separate written agreement for exclusivity is entered into between the parties.

13. Goods and Services Tax (GST)

13.1. Unless expressly stated otherwise, all fees and charges payable under this Agreement are exclusive of Goods and Services Tax (GST).

13.2. If GST is payable on any supply made under this Agreement, the Client must pay Anvil Digital an additional amount equal to the GST payable on the supply. This additional amount must be paid at the same time and in the same manner as the fee for the Services.

13.3. Anvil Digital will provide the Client with a valid tax invoice for any taxable supply made under this Agreement, in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

13.4. If any party becomes entitled to a refund of GST under this Agreement, that party agrees to promptly provide the other party with any necessary documentation or information required to facilitate the refund.

14. General Terms

14.1. Notices: All notices or other communications under this Agreement must be in writing and delivered via email, registered post, or courier to the recipient’s last known business address. Notices will be deemed received: (a) If sent by registered post – three (3) business days after posting; (b) If sent by email – upon confirmation of successful transmission; or (c) If delivered by courier – upon receipt by the recipient.

14.2. Jurisdiction and Governing Law: This Agreement is governed by the laws of the State of Queensland, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from them.

14.3. Amendments: No amendment or variation of this Agreement will be valid unless made in writing and agreed upon by both parties. Any changes to the Services, fees, or other material terms must be documented and signed by both parties before taking effect.

14.4. Assignment and Subcontracting: (a) The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without prior written consent from Anvil Digital. Any attempt to assign or transfer without such consent shall be null and void. (b) Anvil Digital reserves the right to engage third-party contractors or personnel to assist in the provision of the Services, provided that such subcontracting does not affect its obligations under this Agreement.

14.5. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remainder of the Agreement will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to reflect the parties’ intent while maintaining enforceability.

14.6. Waiver: No failure or delay by either party in enforcing any right or remedy under this Agreement shall be considered a waiver. A waiver must be in writing.

14.7. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions, negotiations, or agreements, whether written or oral. The Client acknowledges that no representations or warranties have been made other than those expressly set out in this Agreement.

14.8. Force Majeure: Neither party will be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, government restrictions, cyber-attacks, internet service disruptions, or other unforeseen events (Force Majeure Event).

14.9. Survival: Any provisions of this Agreement that, by their nature, are intended to survive termination (including but not limited to confidentiality, intellectual property, limitation of liability, and indemnification clauses) will remain in full force and effect after termination of this Agreement.