Terms and Conditions
Effective Date: 12 April 2024
Last Updated: 1 May 2026
IMPORTANT NOTICE
These Terms and Conditions govern all services provided by Dadek Digital to clients worldwide. By engaging our services in any form, including written confirmation, payment of any invoice, or continued use of services after receiving these Terms, you confirm you have read, understood, and agreed to be bound by these Terms without modification.
These Terms apply to business-to-business engagements only. They do not apply to consumers as defined under the Australian Consumer Law or equivalent consumer protection legislation in any other jurisdiction.
Personal Guarantee Notice: If you are accepting these Terms on behalf of a company, trust, partnership, or other entity, the individual accepting personally and unconditionally guarantees all payment obligations owed to Dadek Digital. Dadek Digital reserves the right to require that guarantee to be separately executed in writing as a condition of commencing or continuing services. See Clause 1 for full details.
Acceptance and Formation of Contract
A legally binding contract is formed between Dadek Digital and the Client upon the earliest of the following:
Signing a proposal, agreement, statement of work, or purchase order
Payment of any invoice, deposit, or retainer
Sending written or email confirmation of acceptance of services or these Terms
Commencing or continuing to use Dadek Digital's services after having received or been directed to these Terms, provided the Client has had a reasonable opportunity to read and review them
No wet signature is required for these Terms to be legally binding. However, verbal instructions alone do not constitute acceptance. Any verbal discussion of scope must be followed by written confirmation, including email, SMS, or a messaging platform, before services commence.
Where the Client has not expressly accepted these Terms but has received them and continued to engage Dadek Digital's services with a reasonable opportunity to review them, acceptance is implied by conduct.
Payment of any invoice issued by Dadek Digital constitutes acceptance of these Terms in full, including by clients who have not previously acknowledged them in writing. Each invoice references these Terms, and payment is treated as confirmation that the Client has had a reasonable opportunity to review them.
1. Authority and Personal Guarantee
1.1 Authority to Bind
The individual accepting these Terms on behalf of any entity warrants that they have full legal authority to bind that entity to these Terms.
1.2 Personal Guarantee
Where the Client is a company, trust, partnership, or other entity, the individual accepting these Terms on behalf of that entity personally and unconditionally guarantees all payment obligations owed to Dadek Digital by the entity, including principal amounts, interest, administration fees, recovery costs, and legal costs.
Dadek Digital reserves the right to require that guarantee to be separately executed in writing before commencing or continuing services. Where Dadek Digital does not exercise that right, the guarantee remains in force and is enforceable on the basis of the individual's acceptance of these Terms.
The guarantee is:
Continuing — not discharged by partial payment or partial performance
Unconditional — not subject to set-off, counterclaim, or dispute
Surviving — it remains in full force following termination, insolvency, restructuring, winding up, or dissolution of the entity
Independently enforceable — Dadek Digital may pursue the entity, the guarantor, or both, in any order and simultaneously
The enforceability of this guarantee is subject to the mandatory laws of the jurisdiction in which the guarantor is located. Where local law requires additional formalities, the parties agree to promptly execute any such formalities upon request.
2. Nature of Services
Dadek Digital provides advertising strategy, media buying, tracking implementation, analytics, consulting, auditing, campaign management, and performance optimisation services.
All services are provided on a best-efforts basis to the standard of a reasonably competent digital advertising professional. Performance is materially influenced by variables outside Dadek Digital's control, including but not limited to:
Market conditions, competition, and ad auction dynamics
Platform algorithms, policy changes, and account decisions
Website and landing page quality and performance
Client-side lead handling, follow-up processes, and sales conversion
Consumer behaviour and external economic conditions
Fees are payable for the delivery of agreed professional services and expertise, not for guaranteed commercial outcomes. Dadek Digital's obligations regarding the quality of work delivered are set out in Clause 3.3.
3. Scope, Changes, and Client Responsibilities
3.1 Scope of Services
Services are limited to the agreed scope set out in the relevant proposal, brief, or written agreement. Dadek Digital's obligation is to deliver the services described in that agreed scope, not to achieve specific performance outcomes.
Material changes, additional builds, emergency work, platform rebuilds, or significant scope expansions will be quoted separately and require written agreement before work commences.
3.2 Client Responsibilities
The Client agrees to:
Provide accurate briefs, timely approvals, and all required access to advertising platforms and accounts
Maintain legal and regulatory compliance in all advertising content, landing pages, and business practices, including compliance with the laws of their own jurisdiction
Follow up on leads promptly and in a commercially reasonable manner
Pay advertising spend directly to platforms unless otherwise agreed in writing
Notify Dadek Digital promptly of any material change to the business, products, target audience, or budget
Ensure all content provided for advertising purposes does not infringe third-party rights
Comply with all applicable advertising laws, consumer protection regulations, and platform policies in the jurisdictions in which they operate
Dadek Digital is not liable for performance impact, delays, or service failures caused by the Client's failure to meet these responsibilities, including failure to provide access, approvals, or accurate information in a timely manner.
3.3 Defect Rectification
Dadek Digital warrants that services delivered under any engagement will be performed to the standard of a reasonably competent digital advertising professional. Where a Client identifies a material error in a deliverable directly attributable to Dadek Digital's work, including misconfigured campaigns, incorrect tracking implementations, erroneous reporting, or structural errors in account builds, Dadek Digital will remedy the defect at no additional cost to the Client.
A defect claim must be submitted in writing within 5 business days of delivery of the relevant work. Claims submitted outside this window, or claims relating to advertising performance, platform decisions, algorithm outcomes, or matters outside Dadek Digital's control as set out in Clause 2, are not covered by this warranty.
This clause does not affect, limit, or modify Clause 2 or Clause 15. Dadek Digital's obligation under this clause is to remedy confirmed errors in work delivered, not to guarantee commercial outcomes.
4. Communication
Dadek Digital will respond to Client communications within 2 business days, excluding Victorian public holidays. This response time commitment does not guarantee resolution within that timeframe and does not apply to urgent or out-of-scope requests outside the agreed service arrangement.
5. Fees, GST, Currency, and Payment
5.1 Currency
All fees are quoted in Australian Dollars (AUD) unless otherwise specified in writing in the relevant proposal or invoice. The Client is responsible for any bank transfer fees, foreign exchange conversion costs, or international transaction charges incurred in making payment. Dadek Digital must receive the full invoiced amount net of any such charges.
5.2 GST
Dadek Digital is registered for Goods and Services Tax (GST) in Australia. GST at the prevailing rate (currently 10%) applies to supplies made to Australian-based clients and will be itemised on each tax invoice where applicable.
Clients located outside Australia are not subject to Australian GST. International clients are solely responsible for determining and meeting all tax obligations applicable in their own jurisdiction, including but not limited to VAT, sales tax, withholding tax, or any other applicable levy. Dadek Digital makes no representation regarding the tax treatment of its services in any jurisdiction outside Australia.
5.3 Standard Payment Terms
Invoices are due and payable within 7 calendar days of the invoice date unless otherwise agreed in writing prior to invoice issue. Time is of the essence with respect to payment.
Dadek Digital's standard practice is to invoice upon or following delivery of services. Payment of an invoice confirms that the Client has received the services described and had a reasonable opportunity to review them prior to payment falling due.
5.4 Deposits and Retainers
For certain engagements, including but not limited to new account builds, large-scope projects, or arrangements agreed in writing, Dadek Digital may require a deposit of up to 50% of the agreed fee before work commences. Where a deposit applies, this will be specified in the relevant proposal or written agreement.
For ongoing retainer arrangements, Dadek Digital's standard practice is to deliver services during the billing period and invoice upon or following completion of that period. Payment is due within 7 calendar days of the invoice date unless otherwise agreed in writing. Where an alternative payment schedule, including advance payment, has been agreed in writing, that schedule governs.
Dadek Digital reserves the right to withhold commencement or continuation of services until any required deposit or retainer is received and cleared.
Where a deposit has been paid and the Client cancels after commencement, the deposit will be applied first to cover all work completed and costs incurred up to the point of cancellation. Any remaining surplus will be refunded. If the cost of work performed equals or exceeds the deposit, no refund is payable.
5.5 Payment Obligations
Dadek Digital's standard model is to deliver services prior to invoicing. Where services have been delivered and accepted by the Client, whether expressly or by conduct, including use of the deliverables, approval of work, or continued engagement, the Client acknowledges that the agreed scope has been fulfilled and payment obligations are unconditional.
The Client may not withhold, offset, reduce, or delay payment on the basis of:
Dissatisfaction with advertising results or commercial outcomes
Platform-related issues including account suspensions, policy changes, or algorithm updates
Third-party tool failures or outages
An unresolved dispute that does not relate to material non-delivery of agreed services
Where the Client believes services have not been delivered to the agreed scope, they must notify Dadek Digital in writing within 5 business days of receiving the relevant invoice, specifying the nature of the alleged non-delivery. Failure to notify within this period is deemed confirmation that services were delivered to scope and payment is immediately due. Where a genuine dispute regarding service delivery is raised within that window, the Client must follow the dispute resolution process in Clause 14 and may not unilaterally withhold payment pending resolution.
6. Late Payment and Default
Dadek Digital's charges for late payment reflect its genuine costs including administrative burden, cash flow impact, and recovery expenses.
If payment is not received by the due date:
Interest accrues immediately at 12% per annum (approximately 0.033% per day), calculated daily from the due date until payment is received in full
A late payment administration fee of $75 AUD (excl. GST where applicable) applies for each payment reminder or follow-up communication issued after the due date, reflecting the genuine administrative cost of issuing that communication
Services may be suspended immediately and without further notice until all outstanding amounts are paid in full. The Client may not claim loss or damages arising from a suspension carried out under this clause
If payment remains outstanding after 14 calendar days from the due date:
A formal notice of default will be issued
The matter may be referred to an external debt collection agency or solicitor
If payment remains outstanding after 30 calendar days from the due date:
All outstanding amounts become immediately due and payable in full
Dadek Digital may commence legal proceedings in Victoria without further notice
The Client is liable for all reasonable recovery costs including legal fees, court filing fees, collection agency fees, and enforcement costs
7. Intellectual Property and Ownership
Until all invoices are paid in full, the following remain the sole property of Dadek Digital:
Tracking frameworks, scripts, tag configurations, and data layer implementations
Campaign builds, account structures, and ad creative developed by Dadek Digital
Reporting dashboards, templates, and data configurations
Strategy documents, audit reports, and proprietary methodologies
During an active, fully paid engagement, the Client receives a revocable, non-exclusive, non-transferable licence to use the above solely for the purposes of the engagement. This licence is automatically and immediately revoked upon non-payment, termination, or expiry of the engagement without further notice. Use of Dadek Digital's deliverables following revocation of this licence constitutes infringement of Dadek Digital's intellectual property rights.
Upon full payment of all amounts owing, ownership of deliverables specifically developed and customised for the Client transfers to the Client. This transfer does not include Dadek Digital's proprietary systems, templates, methodologies, or tools that existed prior to or independent of the engagement.
8. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party in connection with the services, including business strategies, advertising account data, client lists, financial information, pricing, and campaign performance data.
This obligation does not apply to information that:
Is or becomes publicly available through no fault of the receiving party
Was already known to the receiving party prior to disclosure, as evidenced by prior written records
Is independently developed by the receiving party without reference to the confidential information
Is required to be disclosed by law, regulation, or court order, provided the disclosing party gives prompt written notice where legally permissible
Confidentiality obligations survive termination of these Terms for a period of 3 years.
9. Privacy and Data Handling
Dadek Digital handles personal information in accordance with the Australian Privacy Act 1988 (Cth), applicable platform data policies, and any other applicable data protection laws.
Each party is solely responsible for compliance with the data protection and privacy laws applicable in their own jurisdiction. For EU and UK-based clients, this includes compliance with the General Data Protection Regulation (GDPR) and any applicable national implementing legislation. For US-based clients, this includes compliance with applicable federal and state privacy laws. Dadek Digital makes no representation that its services are configured for compliance with the data protection laws of any jurisdiction outside Australia, and the Client is responsible for ensuring any tracking, data collection, or advertising activity conducted through or in connection with Dadek Digital's services complies with applicable local law.
The Client warrants that:
All personal data provided to Dadek Digital has been collected lawfully and with appropriate consents under the laws of the Client's jurisdiction
The Client's advertising activities comply with all applicable privacy laws, including obligations under the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), GDPR where applicable, and relevant platform terms
The Client will notify Dadek Digital promptly of any data breach or regulatory inquiry that may affect services
The Client indemnifies Dadek Digital against any claim, loss, fine, or liability arising from the Client's failure to comply with applicable privacy or data protection laws in any jurisdiction.
10. Platform and Third-Party Risk
Dadek Digital operates across third-party platforms including Google, Meta, TikTok, LinkedIn, Microsoft, and associated tools. Dadek Digital is not responsible for and has no control over:
Ad account suspensions, restrictions, or permanent bans
Platform policy changes, algorithm updates, or feature changes
Third-party tool outages, data inaccuracies, or integration failures
Regulatory actions or investigations affecting advertising platforms or the Client's account
No refunds apply as a result of platform or third-party decisions. Where possible, Dadek Digital will take reasonable steps to assist with resolution but makes no guarantee of reinstatement or recovery.
Advertising spend paid directly to platforms is not refundable by Dadek Digital under any circumstances.
11. Chargebacks and Payment Reversals
The Client agrees not to initiate a chargeback, payment reversal, or financial institution dispute in relation to any invoice issued under these Terms, except in the case of demonstrably fraudulent or unauthorised use of their payment method.
Any successfully reversed payment becomes immediately due as a debt. A payment reversal processing fee of $150 AUD (excl. GST where applicable) applies, reflecting Dadek Digital's genuine administrative costs in managing the reversal, plus all third-party fees incurred. Dadek Digital reserves the right to pursue the full amount plus costs through debt recovery or legal proceedings.
The Client acknowledges that initiating a chargeback in circumstances not permitted by this clause constitutes a breach of these Terms. Where local banking or consumer protection law in the Client's jurisdiction provides chargeback rights that cannot be contractually limited, this clause operates to the maximum extent permitted by that law.
12. Force Majeure
Dadek Digital is not liable for any failure or delay in performing services where that failure is caused by circumstances genuinely beyond its reasonable control, including but not limited to platform outages, internet infrastructure failures, natural disasters, pandemic or public health events, or government or regulatory actions in any jurisdiction.
Dadek Digital will notify the Client as soon as reasonably practicable of any such event and will resume services as soon as it is able to do so. The Client's obligation to pay fees for services already rendered is not affected by a force majeure event.
13. Termination
Either party may terminate services by providing written notice to the other party.
Upon termination, regardless of which party initiates it:
All unpaid invoices become immediately due and payable in full
No refund is payable for work already performed or in progress at the time of termination
Any deposit paid will be applied to work performed and costs incurred up to the termination date; any surplus will be refunded
The Client must promptly return or destroy any confidential information belonging to Dadek Digital
All survival clauses remain in full force
Dadek Digital may terminate services immediately and without notice if the Client fails to pay any invoice by its due date, breaches any material term of these Terms, or engages in conduct that is unlawful, harmful, or reputationally damaging.
14. Dispute Resolution
Before either party commences formal legal proceedings, the parties agree to attempt resolution in good faith using the following process:
The aggrieved party issues a written notice of dispute to the other party, setting out the nature of the dispute and the remedy sought
Both parties attempt to resolve the matter in good faith within 10 business days of the notice
If unresolved after 10 business days, either party may pursue formal legal proceedings in the courts of Victoria, Australia
This clause does not prevent Dadek Digital from seeking urgent injunctive relief, or from pursuing unpaid invoices through debt recovery processes, without following the steps above. A Client's obligation to pay invoices for delivered services is not suspended or affected by the commencement of a dispute resolution process.
15. Limitation of Liability
To the maximum extent permitted by law, Dadek Digital's total liability to the Client for any claim, loss, or damage arising from or in connection with these Terms or the services is limited to the total fees paid by the Client to Dadek Digital in the 3 months immediately preceding the event giving rise to the claim.
Dadek Digital is not liable for:
Loss of revenue, profit, business opportunity, or goodwill
Indirect, consequential, special, or punitive damages
Loss or corruption of data held by third-party platforms
Any loss arising from platform decisions, algorithm changes, or policy enforcement
Any loss arising from the Client's failure to comply with the laws of their own jurisdiction
The liability cap in this clause does not apply to losses or damages caused by Dadek Digital's gross negligence, wilful misconduct, or fraud. In those circumstances, Dadek Digital's liability is limited to the maximum extent permitted by applicable law.
Nothing in these Terms excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded under applicable Australian law, including any applicable consumer guarantees under the Australian Consumer Law, or equivalent mandatory protections under the laws of another jurisdiction to the extent those protections apply.
16. Indemnity
The Client indemnifies and holds harmless Dadek Digital, its contractors, and its representatives against any claim, loss, liability, fine, penalty, or cost (including reasonable legal costs) arising from or in connection with:
Advertising content supplied or approved by the Client
Website or landing page non-compliance, including consumer law or misleading conduct issues in any jurisdiction
Violations of privacy, data protection, spam, or consumer protection laws by the Client in any jurisdiction
The Client's lead handling, sales practices, or post-click conduct
Regulatory investigations into the Client's business or advertising activities in any jurisdiction
Any third-party intellectual property infringement arising from content provided by the Client
The Client's failure to comply with the laws of their own jurisdiction in connection with the services
This indemnity survives termination of these Terms.
17. International Clients
Where the Client is located outside Australia, the following additional terms apply:
These Terms are governed by the laws of Victoria, Australia, and the Client irrevocably submits to Victorian jurisdiction for the purpose of any dispute
The Client is solely responsible for compliance with all laws applicable in their own jurisdiction in connection with the use of Dadek Digital's services
Dadek Digital makes no representation that its services comply with the laws of any jurisdiction outside Australia
Enforcement of any Victorian court judgment in another jurisdiction is the responsibility of the Client and subject to the laws of that jurisdiction
All fees are payable in Australian Dollars (AUD) unless otherwise agreed in writing
The Client is responsible for all currency conversion costs, withholding taxes, and any other charges arising from international payment
18. Unfair Contract Terms
Dadek Digital acknowledges its obligations under the Australian Consumer Law unfair contract terms regime as amended and in force from 9 November 2023, applicable to standard form small business contracts. These Terms are intended to be read as a whole. Any clause found to be invalid or unenforceable will be severed without affecting the remaining provisions. These Terms are designed to reflect the genuine and legitimate commercial interests of both parties in a professional B2B services context.
19. Amendments
Dadek Digital may update these Terms at any time to reflect changes in law, business practice, or service offerings. Updated Terms will be published at dadekdigital.com and will take effect immediately upon publication.
By continuing to engage Dadek Digital's services or making payment of any invoice following publication of updated Terms, the Client accepts the updated Terms in full. Clients are responsible for reviewing the current version of these Terms periodically. The "Last Updated" date at the top of this document indicates when the most recent changes were made.
20. Legal Notices and Service
Legal notices, debt demands, default notices, termination notices, and court documents may be served by email to the Client's last known email address. For formal legal notices, including default and termination notices, Dadek Digital will take reasonable steps to obtain delivery confirmation and will retain a record of sending.
Service is deemed effective at the time of sending, unless Dadek Digital receives a delivery failure notification. If a delivery failure notification is received, Dadek Digital will use reasonable efforts to serve the Client at an alternative address.
Notices to Dadek Digital must be sent to the email address set out on the relevant invoice or proposal.
21. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Victoria, Australia, regardless of where the Client is located or where the services are performed.
All disputes arising from or in connection with these Terms or the services must be resolved exclusively in the courts of Victoria, Australia. The Client irrevocably and unconditionally submits to the jurisdiction of those courts and waives any objection to proceedings being conducted in Victoria on grounds of inconvenience, location, or otherwise.
Where enforcement of a Victorian judgment is sought in another jurisdiction, that process is governed by the laws of that jurisdiction and is the Client's responsibility. The validity and enforceability of the underlying judgment is not affected by difficulties in enforcement in any other jurisdiction.
22. Severability
If any provision of these Terms is held to be invalid, unenforceable, illegal, or contrary to law by a court of competent jurisdiction, that provision will be severed and the remaining provisions will continue in full force and effect without modification.
23. Survival
The following clauses survive termination or expiry of these Terms: payment obligations, personal guarantee, intellectual property and ownership, confidentiality, privacy, indemnity, limitation of liability, dispute resolution, governing law, and any other clause which by its nature is intended to survive termination.
24. Entire Agreement
These Terms, together with any signed proposal, scope of work, or written agreement, constitute the entire agreement between the parties in relation to the services and supersede all prior representations, negotiations, understandings, or discussions, whether oral or written.
No variation to these Terms is binding unless agreed in writing by both parties or confirmed by Dadek Digital in writing.
25. Acceptance
A binding contract is formed, and these Terms are accepted in full, upon any of the actions described at the top of this document.
Payment of any invoice issued by Dadek Digital constitutes unconditional acceptance of these Terms, confirmation that the Client has had a reasonable opportunity to review them, and, where services have been delivered prior to invoicing, confirmation that those services were received and accepted by the Client.
If you are accepting on behalf of an entity, you confirm that you have authority to do so and that you personally accept the guarantee obligations set out in Clause 1. Dadek Digital may at any time request a separately executed written guarantee, and you agree to provide one promptly upon request.