Terms and Conditions

These Terms and Conditions apply to the supply of Services of Mobile Data Solutions Pty Ltd t/a Lawson Digital (ABN 52 091 624 396). By engaging us, you agree that these Terms and Conditions govern our relationship. Lawson Digital may vary these terms by mutual written agreement between both parties.

1. PROVISION OF SERVICES

1.1 Provision and Acceptance of Services

1.1.1 Confirmation to proceed: Once we receive acknowledgement and confirmation to proceed with our Services — whether verbal, written, or by email — we will commence providing those services. Your instruction to proceed, or your conduct that allows work to commence, will be deemed as acknowledgement and confirmation to proceed.

1.1.2 Scope of services: Following confirmation of our engagement, we are not obliged to perform any task or service unless it is expressly documented in writing or otherwise agreed by us.

1.2 Content & Custom Development

1.2.1 Ownership and assignment: We retain ownership of all content and custom code, including source files, scripts, and configuration developed by us on your behalf, together with all associated intellectual property rights, until full payment is received. Once full payment is received, all right, title, and interest in that content and custom code will automatically be assigned from Lawson Digital to you. This includes delivery of source files and repositories, excluding any third-party or open source components, which remain subject to their respective licences.

1.2.2 Licence before payment: Until full payment is received, we grant you a limited, revocable, non-exclusive, non-transferable licence to use the delivered work solely for review, testing and live operation of the project. We may suspend or revoke this licence if invoices remain unpaid beyond their due date.

1.2.3 Third-party and open source components: Where the project includes third-party or open source software, you obtain only the rights available under the applicable third-party licence. These items are not assigned by us. You are responsible for holding and maintaining any required third-party licences, subscriptions or accounts.

1.2.4 Backups and data: You are responsible for maintaining current backups of your website, database, and any customer or marketing data generated by the website. Unless expressly included in our Service arrangement, backup configuration, monitoring and restoration are out of scope.

1.2.5 Security and access: You are responsible for safeguarding administrator credentials, hosting and DNS access, and for applying updates to CMS, plugins, and server software unless ongoing maintenance is expressly included in our Service arrangement. We are not liable for security incidents arising from credentials you control, unmaintained third-party extensions, or hosting outside our control.

1.2.6 Deliverables upon completion: On final payment, we will provide a reasonable export of the project deliverables, including source code for custom components and production-ready assets.

1.3 Search Engine Optimisation (SEO)

1.3.1 No guarantee of results: Subject to clause 1.1.1, while we will use reasonable care, skill, and industry-accepted methods and best practice to improve the position of your website in search engine results, we do not guarantee or warrant that any particular ranking or result will be achieved. You acknowledge that our SEO services focus on improving the position and visibility of agreed search terms using Google.

1.3.2 Non-exclusivity: Unless expressly stated otherwise, Lawson Digital may, at its discretion, offer SEO or related services to other businesses, including those in competition with you or within the same or similar industry.

1.3.3 No guarantee of commercial impact: We do not guarantee, warrant or represent that higher rankings will result in increased website traffic, conversions, or sales. Performance may be influenced by factors such as market conditions, competitor activity, website quality, and user experience, which are outside our control.

1.3.4 Changes to search engine algorithms: We may use a combination of paid and free methods to improve rankings. You acknowledge that search engines, particularly Google, regularly update their algorithms and these changes can, without notice, affect your website’s rankings. We cannot be held responsible for any drop in rankings, visibility or traffic caused by such changes.

1.4 Pay Per Click Advertising (PPC)

1.4.1 PPC management: Subject to clause 1.1.1, we will manage and optimise your PPC campaigns in accordance with the agreed Service arrangement, including monitoring performance, adjusting bids, and recommending changes to improve outcomes.

1.4.2 Payment of ad spend: You are responsible for payment of all PPC ad spend directly to the relevant platform provider (for example, Google Ads or Meta). You indemnify Lawson Digital from any claim, cost, or liability arising from non-payment of these charges.

1.4.3 No guarantee of commercial results: We do not guarantee, warrant or represent that PPC campaigns will result in increased traffic, conversions, or sales. Campaign performance is influenced by factors outside our control, including competition, market conditions, and search engine policies.

1.4.4 Third-party billing errors: We are not responsible for any errors, overcharges, or miscalculations made by Google, Meta, or other advertising platforms.

1.4.5 Campaign termination: You may terminate a PPC campaign by providing at least two (2) working days notice in writing. You remain liable for all media spend, management fees, and any other charges incurred up to and including the end of the notice period.

1.4.6 Website downtime: We are not responsible for any loss of PPC budget, reduced campaign performance, or wasted spend caused by downtime, hosting issues, or technical faults on your website that are outside our control.

1.5 Conversion Rate Optimisation (CRO)

1.5.1 Scope of CRO services: Subject to clause 1.1.1, we will provide conversion rate optimisation (CRO) services with the goal of improving the percentage of visitors who complete desired actions on your website, such as enquiries or purchases.

1.5.2 No guarantee of results: You acknowledge that, while we use recognised CRO methods and will make data-driven recommendations, we do not guarantee or warrant any specific uplift in conversion rate, revenue, or other commercial outcomes unless expressly stated.

1.6 Marketing Strategy

1.6.1 Strategy development: Subject to clause 1.1.1, we will use our best endeavours to research, develop, and propose a marketing strategy tailored to your business and objectives.

1.6.2 No guarantee of outcomes: Unless expressly stated, we do not guarantee or warrant that the marketing strategy will result in increased traffic, conversions, sales, or achievement or any specific marketing or business goals.

2. EXCLUSION AND LIMITATION OF LIABILITY

2.1 To the fullest extent permitted by law, and except for any warranties that cannot be excluded under statute, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms, whether express or implied by statute, common law or otherwise, regarding the condition, suitability, quality or fitness for purpose of the Services are expressly excluded.

2.2 Without limiting the generality of clause 2.1, we do not warrant that:
a) our Services will be error-free, uninterrupted, or immune from failure; or
b) any system or service availability, accessibility, or performance will be continuous or without degradation.

2.3 Where a condition or warranty is implied by law and cannot be excluded, our liability for breach of that condition or warranty is limited to:
a) supplying the services again; or
b) paying the cost of having the services supplied again.

2.4 Nothing in these Terms and Conditions excludes, restricts or modifies any rights, guarantees or remedies conferred on you by the Competition and Consumer Act 2010 (Cth) Schedule 2 (Australian Consumer Law), or any other applicable legislation, that cannot be excluded, restricted or modified by agreement.

2.5 You indemnify Lawson Digital (on a full indemnity basis) from and against any losses, liabilities, costs, expenses, claims, demands or actions suffered or incurred by Lawson Digital as a direct result of providing the Services, including any third-party claims arising out of your use of the Services, your website, or your failure to comply with these Terms and Conditions.

3. GENERAL TERMS AND CONDITIONS

3.1 Availability

We will use reasonable endeavours to ensure the continuing availability of the Services. However, we do not guarantee uninterrupted access and accept no liability for interruptions, delays, or downtime outside our reasonable control.

3.2 Property Rights and consents

You are solely responsible for obtaining, holding, and maintaining all necessary rights, consents, approvals, and authorisations in relation to any material, images, content, data, or assets provided to us for use in your website or marketing. This includes (without limitation) domain names, logos, graphics, text, videos, merchant services agreements, and any other information or resources you supply.

You warrant that any material you provide does not infringe the intellectual property rights, privacy rights, or other legal rights of any third party. You indemnify Lawson Digital against any claim or loss arising from your failure to obtain such rights or consents.

3.3 Termination

3.3.1 Subject to any fixed term set out in the Service arrangement, either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party.

If you terminate this Agreement without cause during a fixed term, or if this Agreement is terminated by us under clause 3.3.2 or 3.3.3 during a fixed term, you must pay on demand:
a) all unpaid fees due up to the date of termination, together with any other monies payable under these Terms and Conditions; and
b) the remaining fees that would have been payable from the date of termination to the end of the fixed term.

You acknowledge that the amounts payable under this clause represent a genuine pre-estimate of our loss (liquidated damages) arising from early termination.

3.3.2 We may terminate this Agreement immediately by written notice if you fail to make payment for the Services when due and do not rectify the non-payment within five (5) working days after receiving written notice from us requiring payment.

3.3.3 We may terminate this Agreement immediately by written notice if you:
a) breach any provision of these Terms and Conditions and fail to remedy the breach within five (5) working days after receiving written notice from us requiring rectification;
b) breach clause 3.6 of these Terms and Conditions (Confidentiality, if that’s what 3.6 covers);
c) if you are a company, enter liquidation, administration, or receivership; or
d) if you are an individual, are declared bankrupt.

3.4 Payment

3.4.1 All fees payable for the Services are as outlined in the Service arrangement and are due within fourteen (14) days of the invoice date, unless otherwise agreed in writing. For the purposes of clause 1.2.1, payment of your final instalment under the Service arrangement triggers the automatic assignment of all right, title, and interest in the intellectual property and content as described in clause 1.2.1.

3.4.2 We may review and vary our fees from time to time by providing you with at least thirty (30) days’ written notice. If notice is given during a fixed term period, you may terminate this Agreement by giving thirty (30) days’ written notice if you do not agree to the revised fees.

3.4.3 Our obligation to provide or continue to provide the agreed services is conditional upon your timely payment. Without limiting any other rights we may have, we reserve the right to suspend Services in the event of late or non-payment.

3.4.4 To the extent of any outstanding amounts, you grant Lawson Digital a security interest over your business assets (as defined in the Personal Property Securities Act 2009) as security for payment of all amounts owing under these Terms and Conditions.

3.4.5. Unless otherwise stated, all fees are exclusive of GST. You must pay Lawson Digital an additional amount equal to any GST payable on services, at the same time you pay our fees.

3.5 Consent to Link to Website

Unless you expressly request otherwise in writing, you consent to Lawson Digital displaying your business name and logo, together with a hyperlink to your website, on lawsondigital.com for the purposes of showcasing our work and portfolio.

3.6 Severability

If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable, that provision will be severed to the extent of its invalidity or unenforceability. The remainder of the Terms and Conditions will continue in full force and effect.

3.7 Assignment

We may assign or transfer the benefit of this Agreement at any time. You may not assign or transfer this Agreement, or any right or obligation under it, without our prior written consent, which will not be unreasonably withheld or delayed.

3.8 Entire Agreement

These Terms and Conditions, together with the Service arrangement, constitute the entire agreement between the parties and supersede all prior proposals, negotiations, representations and agreements, whether oral or written. No oral statement or representation shall vary the interpretation of these Terms and Conditions.

3.9 Governing Law

This Agreement is governed by the laws of the State of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.

3.11 Inconsistency

If there is any inconsistency between these Terms and Conditions and the Service arrangement, the terms of the Service arrangement will prevail to the extent of the inconsistency.

3.12 Waiver

No failure or delay by us to exercise a right or remedy under this Agreement operates as a waiver of that right or remedy, unless confirmed in writing and signed by us.

 

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