Last updated September 2025.
These Terms & Conditions apply to all services provided by Assemblo Pty Ltd (“Assemblo”, “we”, “us”) unless otherwise agreed in writing.
1. Engagement and acceptance
By approving a proposal, statement of work, quote, or by paying any invoice issued by Assemblo, you agree to be bound by these Terms & Conditions.
These Terms apply in conjunction with any proposal or statement of work. If there is any inconsistency, the proposal or statement of work will prevail to the extent of that inconsistency.
2. Scope of services
We will provide the services described in the relevant proposal or statement of work.
Any services not expressly included are outside the scope and may require a separate agreement or variation.
We rely on the information, access, approvals, and content you provide. Delays or issues arising from missing or late inputs may impact timelines and outcomes.
3. No guarantees or assurances
We will use reasonable care and skill in delivering our services.
We do not guarantee specific outcomes, results, performance metrics, revenue, rankings, leads, sales, or return on investment.
Marketing, creative, digital, and technical outcomes are influenced by many external factors beyond our control, including third-party platforms, market conditions, audience behaviour, and client decisions.
4. Intellectual property
4.1 Pre-existing and retained IP
All intellectual property rights in Assemblo’s pre-existing materials, frameworks, methodologies, processes, systems, templates, tools, know-how, and working methods remain the property of Assemblo.
Nothing in this agreement transfers ownership of those materials to you.
4.2 Client deliverables
Upon full payment of all fees due, you are granted a licence to use the final deliverables created specifically for you for their intended business purpose, unless otherwise agreed in writing.
This licence is perpetual and exclusive for the client’s own business use, unless otherwise agreed in writing.
Unless expressly stated, this licence does not permit resale, sublicensing, or reuse of deliverables for third parties.
4.3 Reuse of frameworks
Assemblo may reuse its general knowledge, experience, ideas, concepts, and frameworks across clients, provided no confidential information specific to you is disclosed.
5. Third-party platforms and services
Our services may involve third-party platforms, tools, hosting providers, registrars, plugins, or software.
Any software, plugins, themes, or tools licensed by Assemblo as part of a hosting or managed service remain licensed to the client only for the duration of that service, unless otherwise agreed in writing.
We are not responsible for outages, changes, failures, pricing adjustments, or policy changes imposed by third-party providers.
Where we manage or configure third-party services on your behalf, responsibility for the underlying service remains with the provider.
5.1 Stock imagery and licensed assets
Where Assemblo supplies stock imagery, photography, video, fonts, or other licensed assets as part of its services, those assets are licensed through third-party providers and remain subject to the terms of the applicable licence.
Unless otherwise agreed in writing, such assets are licensed for use only as incorporated into the agreed deliverables and for the intended project purpose. Ownership of the underlying asset and the licence itself does not transfer to the client.
If the client requires direct ownership of licences, access to the original stock files, or broader usage rights beyond the agreed deliverables, they may need to obtain their own licence or incur additional costs.
6. Hosting, domains, and digital infrastructure
Where we assist with hosting, domain registration, or infrastructure management, we do so as an intermediary and manager only.
You acknowledge that digital services may be affected by downtime, maintenance, security incidents, or provider limitations beyond our control.
We do not warrant uninterrupted or error-free operation of websites, applications, or systems.
Where Assemblo provides or manages hosting, platforms, or CMS environments, administrative access to server infrastructure, plugins, themes, or source code is not provided unless expressly agreed in writing.
Access levels granted are determined by Assemblo to ensure stability, security, and performance of the system.
7. Client responsibilities
You are responsible for:
- Ensuring you have rights to all content, images, trademarks, and materials you supply
- Reviewing and approving work before publication or launch
- Reviewing and testing deliverables prior to approval or launch
- Complying with applicable laws and regulations relating to your business
We are not responsible for claims arising from materials or instructions supplied by you.
8. Fees and payment
Fees are as set out in the relevant proposal or statement of work.
Invoices are payable within the stated payment terms. Where invoices are overdue, Assemblo may suspend services, pause project work, or restrict access to staging or live environments until payment is received in full.
Late payments may result in delays, additional costs, or termination of services.
9. Limitation of liability
To the maximum extent permitted by law:
- Our total liability arising out of or in connection with our services is limited to the fees paid by you in the preceding 12 months, or $2,500,000, whichever is lower
- We are not liable for indirect, consequential, or economic loss, including loss of profit, revenue, data, or business opportunity
Nothing in these Terms excludes liability that cannot be excluded under Australian law.
10. Indemnity
You indemnify Assemblo against any claim, loss, or expense arising from:
- Content, materials, or instructions provided by you
- Your breach of these Terms
- Your misuse of deliverables
11. Confidentiality
Both parties agree to keep confidential information confidential and to use it only for the purposes of the engagement, unless disclosure is required by law.
12. Termination
Either party may terminate an engagement by written notice in accordance with the proposal or statement of work.
Fees incurred up to the date of termination remain payable.
13. Governing law
These Terms are governed by the laws of Victoria, Australia.
The parties submit to the exclusive jurisdiction of the courts of Victoria.
14. General
These Terms constitute the entire agreement unless otherwise agreed in writing.
Failure to enforce any right does not constitute a waiver of that right.