Effective Date: June 3, 2025
Welcome to Azcera! We're excited to partner with you to enhance your online presence. These Terms and Conditions ("Terms") outline the agreement between Azcera ("we," "us," or "our") and you, our valued client ("you" or "your"), for the provision of our web design, AI-optimized website development, SEO consulting, and content creation services.
By accessing or using our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please refrain from engaging our services.
1. Definitions
"Azcera," "we," "our," or "us": Refers to Azcera, a digital agency based in Brisbane, Queensland, Australia.
"Client," "you," or "your": Refers to the individual or entity engaging our services.
"Services": Encompass all offerings provided by Azcera, including but not limited to AI-powered web design, SEO consulting, content creation, website maintenance, and any related digital services.
"Project": Refers to a specific, one-time service engagement with defined deliverables and a set price, as outlined in a separate proposal or agreement.
"Monthly Plan": Refers to ongoing services provided on a recurring subscription basis, as detailed in your specific plan.
"Client Content": Any and all information, data, text, software, music, sound, photographs, graphics, video, messages, logos, trade names, or other materials provided by you to Azcera for use in connection with the Services.
"Azcera IP": All intellectual property owned by Azcera prior to this agreement or developed independently by Azcera outside the scope of this agreement (e.g., our proprietary tools, templates, methodologies, code libraries).
"Project IP": All intellectual property specifically created by Azcera for you as part of the Services under a Project or Monthly Plan, excluding Azcera IP and third-party intellectual property.
2. Services Overview
Azcera specializes in creating AI-optimized websites that are fast, modern, and designed to rank. Our services include:
AI-powered website design & development
Search Engine Optimisation (SEO) consulting
Website content creation (copywriting, imagery guidance)
Website maintenance and updates (under Monthly Plans)
For a detailed overview of our services, please visit our Services Page. The specific scope of Services will be defined in a separate proposal, service agreement, or invoice.
3. Client Responsibilities
To ensure a smooth and successful collaboration, when engaging our services, you agree to:
Provide Timely Information: Promptly supply all necessary Client Content (including text, images, videos, branding guidelines, and any required access credentials to existing systems or platforms) and feedback required for us to commence and complete the Services. Delays in providing information or approvals may impact project timelines and costs.
Accuracy of Information: Ensure that all Client Content and information provided to Azcera is accurate, complete, truthful, and legally compliant. You warrant that you have all necessary rights, licenses, and permissions for any third-party materials included in the Client Content.
Review & Approval: Review and approve all design mock-ups, website content, functionalities, and other deliverables within agreed-upon timeframes. Your timely feedback is crucial for project progress.
Cooperation: Cooperate with Azcera staff in a professional and timely manner throughout the project lifecycle.
Legal Compliance: Ensure your business operations and the content you provide to us comply with all applicable local, state, and federal laws and regulations in Australia (e.g., consumer protection, privacy, spam, industry-specific licensing).
Payment: Adhere to the agreed-upon payment schedule as outlined in Section 5.
4. Intellectual Property
4.1. Client Content Ownership: You retain full ownership of all Client Content provided to Azcera. You grant Azcera a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, display, and distribute the Client Content solely for the purpose of providing the Services to you and showcasing the completed work in our portfolio.
4.2. Azcera IP Ownership: Azcera retains full and exclusive ownership of all Azcera IP. You acknowledge that no ownership rights in Azcera IP are transferred to you under these Terms. Azcera grants you a non-exclusive, non-transferable, revocable license to use Azcera IP solely as integrated within your website's Project IP for the operation of your website.
4.3. Project IP Ownership: Upon full and final payment for the Services as agreed, Azcera will transfer full intellectual property rights (including copyright) in the unique website design, custom graphics, and original textual content specifically created for your website as "Project IP" to you. This transfer excludes Azcera IP (as defined in 4.2), any third-party licensed materials (e.g., stock photos, fonts, plugins, themes, software), and open-source code components.
4.4. Third-Party IP: Any third-party software, plugins, themes, images, or fonts used in your website will be subject to their respective licenses. Azcera will endeavour to use licensed materials, and you agree to comply with the terms of those third-party licenses. You may be responsible for purchasing and maintaining licenses for certain elements.
4.5. Portfolio Rights: You grant Azcera permission to display your completed website, case studies, and a description of the Services provided to you in our portfolio, on our website (https://azcera.com), and in our marketing materials, both online and offline, for promotional purposes.
5. Payment Terms
5.1. Fees: Fees for our services are outlined in your specific proposal, service agreement, or invoice, which will reference our pricing plans where applicable. All fees are in Australian Dollars (AUD) and are exclusive of applicable taxes (e.g., GST), which will be added where legally required.
5.2. Payment Schedule:
One-time Projects: A non-refundable upfront deposit (typically 50% of the total Project fee) is required before commencement of any Project work. The remaining 50% balance is due upon project completion and before the website is launched, transferred, or final deliverables are handed over.
Monthly Plans: Payments are due on the first day of each month, billed in advance. Payments are processed automatically using your nominated payment method (e.g., credit card). Services under a Monthly Plan will only commence or continue upon successful receipt of payment for the current billing cycle.
5.3. Late Payments: Payments are due strictly as per the terms stated on the invoice or monthly billing cycle. In the event of late payment:
Azcera reserves the right to suspend or cease Services (including taking down websites, removing content, or pausing SEO activities) until all outstanding payments are received in full.
Overdue amounts may incur interest at a rate of 10% per annum, calculated daily from the due date until paid in full.
You will be liable for any costs incurred by Azcera in recovering overdue amounts, including debt collection fees and legal expenses.
6. Monthly Plan Cancellations & Refunds
6.1. Monthly Plan Cancellation: You may cancel your Monthly Plan at any time by providing Azcera with at least fourteen (14) days' written notice prior to your next scheduled billing date. Cancellation requests must be sent to family@azcera.com. Your services will continue until the end of the billing cycle for which you have already paid.
6.2. Refund Policy:
No refunds will be provided for partial months of service or for any unused services within a Monthly Plan billing cycle if you cancel partway through the month.
Deposits for One-Time Project Packages are non-refundable once work has commenced, as they cover initial project allocation and setup.
Refunds are generally not provided for completed work or services where Azcera has fulfilled its obligations. In exceptional circumstances where a refund is considered, it will be at Azcera's sole discretion and will be calculated based on the work completed and costs incurred.
7. Confidentiality
Both Azcera and you agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of the Services, which is clearly marked as confidential or would reasonably be understood to be confidential. This obligation of confidentiality does not apply to information that: a. Is or becomes publicly available without breach of these Terms. b. Is independently developed by the receiving party without reliance on the disclosing party's confidential information. c. Is received from a third party without restriction on disclosure. d. Is required to be disclosed by law, regulation, or court order.
8. Warranties & Disclaimers
8.1. Azcera Warranties: We warrant that the Services will be performed in a professional and workmanlike manner, consistent with industry standards.
8.2. Client Warranties: You warrant that all Client Content provided by you does not infringe upon any third-party intellectual property rights, is not defamatory, obscene, or illegal, and complies with all applicable laws and regulations.
8.3. Disclaimers:
No Guarantees: While Azcera strives for optimal results, we do not guarantee specific outcomes for SEO (e.g., search engine rankings), website traffic, leads, sales, or business performance. These factors are influenced by numerous variables outside our control.
"As Is" Basis: The Services are provided on an "as is" and "as available" basis. Azcera does not warrant that the Services will be uninterrupted, error-free, or completely secure.
Third-Party Services: Azcera is not responsible for the performance or reliability of any third-party services (e.g., hosting providers, domain registrars, payment gateways, third-party plugins, APIs) that your website may rely upon. Any issues arising from such services are outside Azcera's control.
Future Compatibility: We cannot guarantee that a website designed today will be compatible with all future versions of browsers, operating systems, or third-party software.
Security Breaches: While we implement security measures, Azcera is not liable for data breaches or security compromises that occur due to factors beyond our reasonable control, such as client negligence, third-party vulnerabilities, or malicious attacks.
9. Limitation of Liability
To the maximum extent permitted by law, Azcera shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Azcera has been advised of the possibility of such damages), resulting from: a. Your access to or use of, or inability to access or use, the Services. b. Any conduct or content of any third party on the Services. c. Any content obtained from the Services. d. Unauthorized access, use, or alteration of your transmissions or content. e. Any delays or failures caused by third-party services (e.g., hosting, domain, payment gateways, software updates).
In no event shall Azcera's aggregate liability for all claims relating to the Services, whether in contract, tort (including negligence), or otherwise, exceed the greater of one hundred Australian Dollars (AUD $100.00) or the total amount you paid Azcera for the specific Services giving rise to the liability in the twelve (12) months immediately preceding the event giving rise to the claim.
10. Indemnification
You agree to indemnify, defend, and hold harmless Azcera, its directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: a. Your access to or use of the Services. b. Your breach of these Terms. c. Your violation of any third-party rights, including without limitation any intellectual property rights or privacy rights. d. Any Client Content you provide that causes damage to a third party or violates any law.
11. Termination of Services
11.1. Termination by You:
For Monthly Plans, you may terminate as per Section 6.1.
For Projects, if you terminate services before completion, any non-refundable deposits are forfeited, and you will be liable for payment for all work completed and costs incurred by Azcera up to the date of termination.
11.2. Termination by Azcera: Azcera reserves the right to suspend or terminate Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if:
You breach these Terms (e.g., non-payment, failure to provide content or approvals, provision of illegal or infringing content).
Your actions or omissions are deemed harmful to Azcera's reputation or operations.
We determine that your business or activities are incompatible with our values or services.
11.3. Effect of Termination:
Upon termination, Azcera will cease work on your Project or Monthly Plan.
Any outstanding payments for Services rendered up to the date of termination will become immediately due and payable.
If services are terminated due to your breach of these Terms (e.g., non-payment), Azcera is not obligated to transfer any website files, intellectual property, or provide access to any systems until all outstanding amounts are paid.
Azcera reserves the right to remove any website or content hosted or managed by us upon termination due to client breach.
12. Force Majeure
Neither party shall be liable for any delay or failure in performance of any part of these Terms to the extent that such delay or failure is caused by an act of God, war, revolution, riot, civil commotion, strike, lockout, flood, fire, explosion, earthquake, power blackouts, epidemic, pandemic, acts of government, or any other cause that is beyond the reasonable control of the affected party.
13. Dispute Resolution
Any dispute or difference arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be first referred to mediation in Brisbane, Queensland, in accordance with the rules of the Queensland Law Society. If the dispute is not resolved through mediation within 30 days, either party may pursue other available legal remedies.
14. Governing Law
These Terms are governed by and construed in accordance with the laws of Queensland, Australia, without regard to its conflict of law provisions. You irrevocably submit to the exclusive jurisdiction of the courts located in Queensland, Australia, for the resolution of any legal matter arising from these Terms.
15. Changes to Terms
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will endeavour to provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.
16. Contact Information
If you have any questions or concerns about these Terms, please contact us at:
Email: family@azcera.com Address: Brisbane, QLD, 4114, Australia