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Terms and Conditions

Last updated: 19 November 2025

1. Agreement to Terms

By accessing and using the Codex Digital website and services, you accept and agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our services.

2. Description of Services

Codex Digital provides digital marketing, web development, conversion rate optimisation, digital transformation, and AI integration services to businesses. Specific service details, deliverables, timelines, and pricing will be outlined in individual service agreements or proposals.

3. Use of Website

3.1 Permitted Use

You may use our website for lawful purposes only. You agree not to:

  • Use the website in any way that violates applicable laws or regulations
  • Attempt to gain unauthorised access to our systems or networks
  • Interfere with or disrupt the website or servers
  • Use any automated systems to access the website without our permission
  • Copy, reproduce, or distribute content from our website without authorisation

3.2 Intellectual Property

All content on this website, including text, graphics, logos, images, and software, is the property of Codex Digital and is protected by Australian and international copyright laws. Unauthorised use of this content is prohibited.

4. Service Agreements

4.1 Engagement

Specific terms of service engagement will be documented in a separate service agreement, statement of work, or proposal. These documents will detail:

  • Scope of work and deliverables
  • Project timelines and milestones
  • Pricing and payment terms
  • Intellectual property rights
  • Confidentiality obligations

4.2 Client Responsibilities

Clients agree to:

  • Provide timely access to necessary information, materials, and systems
  • Respond to requests for feedback and approvals in a timely manner
  • Ensure they have appropriate rights to any materials provided to us
  • Make payments according to agreed terms

5. Payment Terms

5.1 Fees

All fees are quoted in Australian Dollars (AUD) unless otherwise specified. Fees are exclusive of GST unless stated otherwise.

5.2 Payment Schedule

Payment terms will be specified in individual service agreements. Unless otherwise agreed, standard payment terms are:

  • Initial deposit: 50% upon project commencement
  • Final payment: 50% upon project completion
  • Monthly retainer services: Payable in advance

5.3 Late Payments

Overdue invoices may incur late payment fees and interest. We reserve the right to suspend services for accounts with overdue payments.

6. Intellectual Property Rights

6.1 Client-Provided Materials

Clients retain ownership of all materials, content, and intellectual property provided to us. By providing materials, you grant us a licence to use them for the purpose of delivering our services.

6.2 Deliverables

Upon full payment, clients receive ownership rights to final deliverables as specified in the service agreement. We retain the right to use completed work in our portfolio and marketing materials unless otherwise agreed.

6.3 Pre-existing IP

We retain ownership of all pre-existing intellectual property, including methodologies, frameworks, tools, and code libraries developed prior to or independently of client engagements.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information shared during the course of the engagement. This obligation survives the termination of the service agreement.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that our services will be performed with reasonable skill and care in accordance with industry standards.

8.2 Disclaimer

Except as expressly stated in a service agreement:

  • We make no warranties regarding specific results or outcomes
  • We do not guarantee that our services will meet all client expectations
  • We are not responsible for third-party services, tools, or platforms
  • Website and service availability is provided "as is" without warranties of any kind

9. Limitation of Liability

To the maximum extent permitted by Australian law:

  • Our total liability for any claim arising from our services is limited to the fees paid for those specific services
  • We are not liable for indirect, consequential, or incidental damages
  • We are not liable for loss of profits, revenue, data, or business opportunities
  • Nothing in these terms excludes or limits liability that cannot be excluded or limited under Australian Consumer Law

10. Termination

10.1 Termination by Either Party

Either party may terminate a service agreement by providing written notice as specified in the agreement. Unless otherwise stated, 30 days' notice is required.

10.2 Termination for Breach

Either party may terminate immediately if the other party materially breaches these terms or the service agreement and fails to remedy the breach within 14 days of written notice.

10.3 Effect of Termination

Upon termination:

  • Client must pay for all services rendered up to the termination date
  • We will return or destroy client materials as requested
  • Each party's confidentiality obligations continue

11. Indemnification

You agree to indemnify and hold Codex Digital harmless from any claims, damages, or expenses arising from:

  • Your use of our services
  • Your breach of these terms
  • Materials or content you provide to us
  • Your violation of any third-party rights

12. Dispute Resolution

12.1 Good Faith Negotiation

In the event of a dispute, both parties agree to attempt to resolve the matter through good faith negotiations before pursuing other remedies.

12.2 Governing Law

These terms are governed by the laws of Australia. Any disputes will be subject to the exclusive jurisdiction of the courts of Australia.

13. Force Majeure

We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, labour disputes, or government actions.

14. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective upon posting to this page. Continued use of our services constitutes acceptance of modified terms.

15. Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

16. Entire Agreement

These Terms and Conditions, together with any service agreement or proposal, constitute the entire agreement between you and Codex Digital regarding the use of our services and supersede all prior agreements and understandings.

17. Contact Information

For questions about these Terms and Conditions, please contact us:

  • Email: hello@codexdigital.ai
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