1. About These Terms

These Terms and Conditions (Terms) govern the relationship between Digital Oasis Australia Pty Ltd (we, us, our) and any client or website visitor (you) who engages our services or uses our website.

By signing a Service Agreement, engaging us to perform services, or using our website, you agree to these Terms. If you do not agree, do not use our services or website.

These Terms apply to all services including paid search (Google Ads, Microsoft Ads), paid social media (Meta, TikTok, LinkedIn), search engine optimisation, digital consulting, analytics implementation, and any related services we provide.

2. Definitions

• Agreement means a signed Service Agreement, proposal, Statement of Work, or written confirmation of engagement between us and you.
• Ad Spend means the budget you allocate to be spent on third-party advertising platforms such as Google, Meta, TikTok, or LinkedIn.
• Confidential Information means any non-public information disclosed by either party in connection with the services.
• Deliverables means any reports, strategies, creative assets, tracking setups, or other outputs we produce for you.
• Intellectual Property means all copyright, trade marks, patents, designs, trade secrets, and other proprietary rights.
• Platform means any third-party advertising or analytics platform including Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads, Google Analytics 4, and Google Tag Manager.
• Services means the digital marketing and consulting services described in the Agreement.
• Service Fees means our agency management fees, separate from Ad Spend.

3. Engagement and Scope of Services

3.1 Agreement

Services commence when both parties have executed a written Agreement or when you have confirmed engagement in writing (including email). The scope of services, fees, and timelines are set out in the Agreement.

3.2 Changes to scope

Any changes to the agreed scope must be requested in writing. We will provide a revised proposal or change order before additional work begins. Verbal instructions do not constitute a binding change to scope.

3.3 Client responsibilities

You agree to:

• Provide us with accurate, complete, and timely information required to deliver the services
• Grant us access to relevant advertising accounts, analytics platforms, website, and tag management systems
• Designate a single point of contact with authority to provide instructions and approvals
• Review and approve deliverables within the timeframes specified in the Agreement
• Ensure all materials you provide to us do not infringe third-party rights

Delays caused by your failure to meet these responsibilities may affect delivery timelines. We are not liable for delays or reduced performance resulting from your inaction.

4. Fees, Invoicing, and Payment

4.1 Service Fees

Our Service Fees are set out in the Agreement. Fees are exclusive of GST unless stated otherwise. We will issue tax invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.2 Ad Spend

Ad Spend is separate from Service Fees. You are responsible for funding your advertising accounts directly or authorising us to manage billing on your behalf. We do not take a margin on Ad Spend unless expressly agreed in writing.

We are not liable for charges incurred on third-party platforms, including invalid click charges, platform billing errors, or budget overspend caused by platform behaviour.

4.3 Payment terms

Invoices are due within 14 days of the invoice date unless otherwise stated in the Agreement. Late payments attract interest at 10% per annum from the due date.

We reserve the right to suspend services if payment is overdue by more than 14 days, without liability to you for any resulting campaign disruption.

4.4 Fee increases

We will provide 30 days written notice of any fee increase. Continued engagement after that period constitutes acceptance of the revised fees.

4.5 Disputed invoices

If you dispute an invoice, notify us in writing within 7 days of the invoice date with reasons. Undisputed portions remain payable by the due date. We will work to resolve disputes within 14 days.

5. Intellectual Property

5.1 Our IP

All tools, methodologies, templates, processes, and pre-existing materials we use to deliver services remain our property. Nothing in these Terms transfers ownership of our IP to you.

5.2 Deliverables

Upon receipt of full payment for the relevant services, we assign to you the rights to Deliverables created specifically for you under the Agreement, except where those Deliverables incorporate our pre-existing IP, third-party materials, or platform-generated assets.

We retain the right to use Deliverables in our portfolio and marketing materials unless you request otherwise in writing prior to engagement.

5.3 Client materials

You grant us a non-exclusive licence to use your trade marks, brand assets, and content solely for the purpose of delivering the agreed services. You warrant that you own or have the right to use all materials you provide to us.

5.4 Platform assets

Ad accounts, campaigns, audiences, and conversion data created in your name on Platforms belong to you. Ad accounts created in our name remain ours unless the Agreement states otherwise.

6. Confidentiality

Each party agrees to keep the other party’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• To employees or contractors who need it to deliver the services and are bound by equivalent confidentiality obligations
• As required by law, court order, or a regulatory body

This obligation survives termination of the Agreement for a period of two years.

We may disclose that you are a client of Digital Oasis unless you request otherwise in writing.

7. Performance and Results

We do not guarantee specific outcomes including clicks, conversions, revenue, rankings, or return on ad spend. Digital marketing performance depends on factors outside our control, including:

• Platform algorithm changes
• Market competition and seasonality
• The quality and availability of your website, landing pages, and offers
• Accuracy of conversion tracking and data
• Your Ad Spend levels

We will use reasonable skill and care in delivering services consistent with industry standards. We will communicate material issues or risks as soon as we become aware of them.

8. Third-Party Platforms

Our services involve working within third-party Platforms including Google, Meta, TikTok, and LinkedIn. These platforms operate under their own terms, policies, and advertising guidelines.

You acknowledge that:

• Platform policies may restrict or reject your ads, at any time and for any reason
• Platforms may change their features, algorithms, or pricing without notice
• We are not responsible for account suspensions, ad disapprovals, or policy changes imposed by third-party Platforms
• Your use of each Platform is governed by that Platform’s own terms of service

We will assist you in addressing Platform issues where reasonably practicable, but we cannot guarantee resolution outcomes.

9. Limitation of Liability

9.1 Exclusion of consequential loss

To the maximum extent permitted by law, we exclude liability for any indirect, consequential, incidental, or special loss or damage including lost revenue, lost profits, loss of data, or business interruption, even if advised of the possibility of such loss.

9.2 Cap on liability

Our total aggregate liability to you for any claim arising out of or in connection with the services is limited to the total Service Fees paid by you to us in the three months preceding the event giving rise to the claim.

9.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right or remedy you have under the Australian Consumer Law (ACL) contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth). Where the ACL implies a guarantee that cannot be excluded, our liability for breach of that guarantee is limited to resupplying the services or paying the cost of having them resupplied.

10. Indemnity

You indemnify us and our officers, employees, and contractors against any loss, damage, cost, or expense (including legal fees) arising from:

• Your breach of these Terms or the Agreement
• Any claim that materials you provided to us infringe a third party’s intellectual property or other rights
• Your misuse of Deliverables outside the scope agreed
• Any claim by a third party arising from your advertising content

11. Term and Termination

11.1 Term

The Agreement commences on the start date specified and continues for the initial term stated. After the initial term, the Agreement continues on a month-to-month basis unless terminated.

11.2 Termination for convenience

Either party may terminate the Agreement by providing 30 days written notice. You remain liable for all Service Fees and Ad Spend incurred during the notice period.

11.3 Termination for cause

Either party may terminate immediately by written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within 14 days of written notice
• Becomes insolvent, enters administration, or ceases to carry on business

We may also terminate immediately if you fail to pay overdue invoices within 14 days of a written reminder.

11.4 Effect of termination

On termination:

• All outstanding fees become immediately due and payable
• We will provide reasonable assistance to transition accounts and data to you or a successor agency
• Each party returns or destroys the other party’s Confidential Information on request
• Clauses that by their nature survive termination continue to apply, including confidentiality, IP, liability, and indemnity provisions

12. Data and Privacy

We handle personal information in accordance with our Privacy Notice, available at www.digitaloasis.com.au/privacy-notice, and the Privacy Act 1988 (Cth).

Where we process personal data on your behalf (for example, through advertising pixels or analytics tags), you are responsible for ensuring you have a lawful basis to collect that data and that your own privacy disclosures comply with applicable law.

You authorise us to access, use, and analyse campaign data, audience data, and conversion data for the purpose of delivering and reporting on the services.

13. Compliance

You are responsible for ensuring that your advertising content, landing pages, products, and services comply with all applicable laws and regulations, including:

• The Australian Consumer Law and misleading or deceptive conduct prohibitions
• The Spam Act 2003 (Cth)
• The Therapeutic Goods Advertising Code (where applicable)
• Financial services advertising requirements under the Corporations Act 2001 (Cth) and ASIC guidance (where applicable)
• Industry-specific regulations applicable to your sector

We will not knowingly create or publish advertising content that breaches applicable law. We reserve the right to decline or withdraw from producing content we reasonably believe to be non-compliant.

14. Dispute Resolution

If a dispute arises, the parties agree to:

• First attempt to resolve the dispute through direct negotiation between senior representatives
• If unresolved within 14 days, refer the dispute to mediation through the Resolution Institute or a mutually agreed mediator
• If mediation does not resolve the dispute, either party may commence legal proceedings

Nothing prevents a party from seeking urgent injunctive or declaratory relief from a court.

15. General

15.1 Governing law

These Terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.

15.2 Entire agreement

These Terms, together with the applicable Agreement, constitute the entire agreement between the parties regarding the services and supersede all prior representations, negotiations, and understandings.

15.3 Variation

We may update these Terms at any time by publishing the revised version on our website. Continued engagement after 30 days of publication constitutes acceptance of the updated Terms. For active client engagements, material changes require written notice.

15.4 Waiver

A failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it later.

15.5 Severability

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

15.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our obligations to a related entity or successor without your consent, provided the related entity assumes all obligations under the Agreement.

15.7 Force majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government action, platform outages, or internet disruptions. The affected party must notify the other promptly and take reasonable steps to minimise the impact.