Terms of service

Last updated: [DATE OF LAUNCH]

These Terms of Service ("Terms") set out the terms and conditions under which devora media provides marketing and advertising services. By engaging devora media, whether by signing a proposal, making a payment, or otherwise commencing services, the client agrees to be bound by these Terms.

1. Who we are

In these Terms, "devora media", "we", "us", and "our" refer to devora media, a sole trader business operated by Damien De Bortoli.

Business name: devora media
ABN: 23 372 279 654
Address: PO Box 75, Diamond Creek VIC 3089
Email: contact@devoramedia.com.au
Phone: 0488 041 428

"Client" means the individual or entity engaging devora media for services.

2. Services

devora media provides marketing and advertising services, including but not limited to:

The specific services provided to the client will be set out in the signed proposal or agreement between the client and devora media (the "Proposal").

3. Engagement and minimum term

All engagements operate on a monthly retainer basis subject to an initial minimum term of three (3) months from the date of the first monthly retainer payment (the "Minimum Term").

The client acknowledges that paid advertising results are not immediate. The first 30 to 60 days of any engagement are primarily a learning phase, during which Meta's and Google's algorithms gather data and optimisation decisions are refined. Meaningful, predictable performance data typically emerges from day 60 onward.

devora media does not guarantee any specific business outcomes, including but not limited to specific numbers of bookings, cost per booking, return on ad spend, conversion rates, or business growth.

4. Setup deliverables and break clause

Within six (6) weeks of engagement start, devora media will deliver the following setup deliverables:

  1. Full configuration of the client's Google Ads and/or Meta Business Manager accounts, as applicable;
  2. Installation and verification of conversion tracking, including Meta Pixel, Conversions API, Google Analytics 4, Google Tag Manager, and Enhanced Conversions where relevant;
  3. Development and launch of a dedicated landing page integrated with the client's booking system;
  4. Launch of initial campaigns with agreed budget and structure;
  5. Production and rollout of initial creative assets.

If devora media has failed to deliver the setup deliverables above within six (6) weeks of engagement start, the client is entitled to terminate the engagement and receive a full refund of any monthly retainer amounts paid to that point. This is the client's sole remedy under this break clause.

devora media's obligation to deliver the setup deliverables within six (6) weeks is conditional on the client providing all required access, materials, feedback, and approvals within the timeframes set out in Section 8 (Client Responsibilities). If the client causes delays that prevent devora media from delivering the setup deliverables on time, the break clause does not apply and the client remains bound by the Minimum Term. devora media will make reasonable efforts to complete outstanding deliverables once the client provides the required inputs.

5. Fees and payment

The specific monthly retainer amount and payment schedule for the engagement are set out in the Proposal. All amounts are exclusive of GST where applicable.

5.1 Payment schedule

Monthly retainer fees are payable monthly in advance. Invoices will be issued seven (7) days before the start of each new month and are due for payment within seven (7) days of issue.

5.2 Late payment

A grace period of three (3) days applies to overdue invoices. If payment is not received within three (3) days of the due date:

If payment remains overdue for thirty (30) days from the due date, devora media may terminate the engagement. The client remains liable for all outstanding amounts, including any remaining months of the Minimum Term.

5.3 Ad spend

Client is solely responsible for all costs associated with advertising campaigns run on their behalf, including but not limited to Meta Ads, Google Ads, and any other advertising platforms. Client shall provide a valid payment method to be charged directly by each advertising platform. devora media is not responsible for advertising platform charges, disputes, refunds, or account suspensions arising from platform billing issues.

Client acknowledges that devora media's retainer fee is separate from and additional to advertising platform costs. Advertising platform costs vary based on campaign performance, market conditions, and client-approved budget levels.

Client is responsible for maintaining valid billing information with Meta and Google Ads at all times during the engagement. If ad platforms pause, suspend, or restrict campaigns due to billing issues (including but not limited to expired cards, insufficient funds, or declined charges), devora media is not responsible for lost performance, results, or ad account status during the paused or suspended period.

5.4 Fee adjustments

The monthly retainer amount agreed at engagement start is based on the anticipated ad spend range set out in the Proposal.

If, during the Minimum Term, the client increases their monthly ad spend beyond the range agreed at engagement start, devora media may propose an adjusted retainer amount to reflect the additional scope of work. The client is not obligated to accept the adjusted retainer, in which case devora media may continue managing campaigns at the agreed ad spend range only.

At the end of the Minimum Term, if the client wishes to continue the engagement, the monthly retainer may be renegotiated to reflect the client's current ad spend, campaign scope, and business needs at that time. Any adjusted retainer must be agreed in writing before continuation of services.

5.5 Refunds

All fees are non-refundable, except in the specific circumstance set out in Section 4 (Setup deliverables and break clause). Monthly retainers and any additional charges are not refundable for reasons including but not limited to client dissatisfaction with performance results, early termination of the engagement, or partial-month cancellations.

6. Termination

6.1 Termination during the Minimum Term

If the client terminates the engagement before the end of the Minimum Term for any reason other than devora media's failure to deliver the setup deliverables under Section 4, the client remains liable for all remaining monthly retainer fees under the Minimum Term. These fees become immediately payable upon termination.

6.2 Termination after the Minimum Term

After the Minimum Term, either party may terminate the engagement by providing thirty (30) days' written notice to the other party. All outstanding invoices must be paid in full prior to the effective date of termination.

6.3 Handover on clean termination

Upon clean termination of the engagement (with all outstanding invoices paid), devora media will provide the client with the following within fourteen (14) days of the effective termination date:

6.4 Non-disparagement

Following termination, both parties agree not to publicly disparage or make negative public statements about the other party.

7. Ownership and intellectual property

7.1 Client ownership

The client owns:

7.2 devora media ownership

devora media retains ownership of:

The client receives a non-exclusive licence to use devora media's frameworks and systems only during the engagement and only in relation to the services being provided.

8. Client responsibilities

To enable devora media to deliver the services effectively, the client agrees to:

  1. Grant devora media required access to Google Ads, Meta Business Manager, Google Analytics 4, Google Tag Manager, website backend, booking system, and any other tools reasonably required, within five (5) business days of engagement start;
  2. Provide backend website access or nominate a technical contact who can implement changes within three (3) business days of request;
  3. Supply raw materials including clinic photos, videos, and existing brand assets required for creative production;
  4. Provide feedback and approvals on ads, landing pages, and other deliverables within three (3) business days of receipt. If feedback is not provided within this time, devora media may proceed with launch as drafted;
  5. Pay all invoices in accordance with Section 5;
  6. Disclose any prior ad account suspensions, policy violations, or restrictions across Google, Meta, and other platforms;
  7. Maintain the ad spend budget agreed at engagement start, with thirty (30) days' written notice required for material changes to that budget;
  8. Notify devora media within five (5) business days of material changes to their business, including but not limited to services offered, locations, opening hours, staff, or pricing;
  9. Acknowledge that overall business reputation, including reviews, customer experience, and market positioning, affects advertising conversion rates and is the client's responsibility;
  10. Ensure their business, website, and marketing claims comply with all relevant Australian laws and regulations, including but not limited to the Australian Health Practitioner Regulation Agency (AHPRA) advertising guidelines. The client is solely responsible for regulatory compliance and devora media accepts no liability for breaches of such regulations;
  11. Ensure the client's Google Ads and Meta Business Manager accounts remain in good standing and comply with each platform's advertising policies. If either platform suspends or restricts the client's account for reasons outside devora media's control, devora media accepts no liability and the client remains bound by their retainer commitment during any suspension period.

9. Communication

Primary communication between devora media and the client is via email during business hours (Monday to Friday, 9am to 5pm Australian Eastern Standard Time). devora media will respond to client communications within two (2) business days. Communications received outside business hours will be treated as received on the next business day.

10. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the engagement, including but not limited to business performance data, financial information, client lists, strategies, methodologies, and proprietary systems.

This confidentiality obligation continues for a period of two (2) years following the termination of the engagement.

Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Limitation of liability

devora media performs services with reasonable care and skill but does not guarantee specific results, including but not limited to specific numbers of bookings, cost per booking, return on ad spend, or business growth outcomes.

To the extent permitted by law, devora media is not liable for any loss, damage, or expense arising from:

  1. Actions or decisions of third-party platforms including Meta, Google, and their affiliates, including but not limited to ad account suspensions, policy enforcement, algorithm changes, feature removals, or service outages;
  2. Third-party services used by the client, including but not limited to booking systems, website hosting, domain services, and email providers;
  3. Client actions or inactions, including delays in providing access, materials, or approvals, or unilateral changes made to campaigns after launch;
  4. Regulatory issues involving the client's business, including but not limited to AHPRA advertising rule breaches, Australian Consumer Law issues, or privacy law compliance;
  5. Data loss, breaches, or security incidents involving client systems, third-party platforms, or services outside devora media's direct control;
  6. Any indirect, consequential, or special losses, including but not limited to loss of profit, loss of anticipated revenue, loss of business opportunity, or loss of goodwill.

In no event shall devora media's total aggregate liability under the engagement exceed the total fees paid by the client to devora media in the six (6) months preceding the event giving rise to the claim.

Nothing in this section limits any rights the client has under the Australian Consumer Law that cannot be excluded, restricted, or modified by contract.

12. Privacy

devora media's collection, use, and disclosure of personal information is governed by our Privacy Policy, which forms part of these Terms.

13. Governing law and dispute resolution

These Terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts and tribunals of Victoria.

In the event of a dispute arising under or in connection with these Terms, the parties agree to first attempt to resolve the dispute through direct written negotiation within thirty (30) days. If the dispute remains unresolved after thirty (30) days, either party may propose mediation through an accredited mediator, with costs shared equally between the parties.

Nothing in this section prevents either party from seeking urgent injunctive relief where reasonably required.

14. General

14.1 Entire agreement

These Terms, together with the signed Proposal and any other written agreements between the parties, constitute the entire agreement between devora media and the client and supersede all prior discussions, proposals, or agreements. In the event of any inconsistency between these Terms and the Proposal, these Terms prevail unless expressly varied in writing.

14.2 Variation

devora media may update these Terms from time to time. Material changes will be notified to existing clients with reasonable notice. Continued engagement following notification of changes constitutes acceptance of the updated Terms.

14.3 Acceptance

By signing a Proposal, making a payment, or otherwise commencing services with devora media, the client confirms acceptance of these Terms in full.

14.4 Severability

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

14.5 Assignment

Neither party may assign or transfer their rights or obligations under these Terms without the prior written consent of the other party, except that devora media may assign these Terms in connection with a business restructure, sale, or transfer of the business.

15. Contact

If you have any questions about these Terms, please contact us:

devora media
PO Box 75, Diamond Creek VIC 3089
Email: contact@devoramedia.com.au
Phone: 0488 041 428

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