Terms & Conditions

1. Introduction

These Terms govern the provision of services by Ven Creative Pty Ltd trading as Ven Agency (ABN: 53 621 214 033) (we/us/our) to the Client (you/your).

By accepting a proposal, statement of work (SOW), quote, or instructing us to proceed, you agree to these Terms and any service-specific schedules.

2. Services and Scope

2.1 Service Categories

We provide digital marketing and web services including but not limited to:

Web Services: Design, development, maintenance, hosting
SEO Services: Technical audits, on-page optimisation, content strategy, link building, local SEO
Paid Advertising: Google Ads, Meta Ads (Facebook/Instagram), TikTok Ads, LinkedIn Ads, campaign management and optimisation
Content Creation: Copywriting, graphic design, video production
Analytics & Reporting: Performance tracking, conversion optimisation, monthly reporting
Strategy & Consulting: Digital strategy, market research, competitor analysis

2.2 Scope Definition

Services are defined in the Proposal/SOW. Work not expressly included is out of scope and may be quoted separately via change request.

3. Engagement Models

3.1 Project-Based

Fixed scope and timeline as per Proposal/SOW. Commences on deposit payment.

3.2 Retainer Services

Ongoing monthly services with agreed hours/deliverables. Minimum 3-month commitment unless otherwise agreed.

3.3 Campaign Management

Ongoing management of advertising campaigns with monthly management fees plus ad spend.

4. Fees, Billing and Payment

4.1 Pricing

As per Proposal/SOW (exclusive of GST unless stated).

4.2 Payment Structure

Projects:

50% deposit to commence
40% on staging/draft delivery
10% on completion/go-live

Retainers & Campaign Management:

Monthly in advance (1st of each month)
Minimum 3-month commitment

SEO Services:

Monthly in advance for ongoing services
Project-based SEO audits: 50% deposit, 50% on delivery

4.3 Ad Spend

You pay all ad spend directly to platforms (Google, Meta, TikTok, etc.)
We charge management fees only (as per Proposal/SOW)
You must maintain valid payment methods on all ad platforms
Platform fees and taxes are additional to your ad spend

4.4 Third-Party Costs

Pre-approved costs (stock imagery, fonts, plugins, software licenses, hosting, domain registration) billed at cost plus 10% handling unless otherwise agreed.

4.5 Payment Terms

14 days from invoice date
Late payment: 1.5% per month interest
Services may be suspended for overdue accounts exceeding 30 days

5. Client Responsibilities

You will provide:

Timely feedback and approvals (within 5 business days unless urgent)
Access to necessary platforms, accounts, and analytics
Current brand guidelines, assets, and content
Accurate business information and legal compliance documentation
Ad account access and payment method setup
Prompt resolution of platform policy violations

You warrant that:

Materials supplied don't infringe third-party rights
Your products/services comply with applicable laws
Ad content meets platform policies and regulations
You have necessary licenses for regulated industries

6. Performance and Results

6.1 No Guarantee of Results

Digital marketing results depend on factors beyond our control including:

Algorithm changes
Competitor activity
Market conditions
Product/service quality
Website infrastructure
Ad platform policies

We do not guarantee specific rankings, traffic, conversions, or ROI.

6.2 Reporting

Monthly reports provided for retainer and campaign services. Custom reporting available at additional cost.

7. Platform Compliance

7.1 Advertising Platforms

You're responsible for maintaining compliant ad accounts
We'll advise on best practices but you're liable for policy violations
Account suspensions due to client actions/products are not our responsibility
We may pause campaigns if compliance issues arise

7.2 SEO Guidelines

We follow search engine guidelines. We do not engage in black-hat tactics. Previous penalties or algorithmic issues must be disclosed.

8. Intellectual Property

8.1 Ownership

Upon full payment:

Custom Work: You own custom designs, content, and compiled code created specifically for you
Campaign Assets: You own ad creative and copy created for your campaigns
Reports & Data: You own your performance data and custom reports
Source Files: Development source code, design files (Figma/PSD/AI), and project repositories are provided only if explicitly included in the Proposal/SOW. Standard projects include deployed/compiled code suitable for hosting and operation
License to Operate: You receive all necessary rights to run, host, and maintain your website/campaigns in their delivered form

8.2 Our Property

We retain:

Pre-existing IP, frameworks, and methodologies
Generic code libraries and templates
Internal processes and documentation
Right to showcase non-confidential work in our portfolio

8.3 Third-Party Elements

Subject to their respective licenses (stock imagery, fonts, plugins, etc.).

9. Confidentiality

Each party will:

Keep confidential information confidential
Use it only for the engagement
Not disclose competitor strategies or data

Excludes publicly available information or information independently developed.

10. Data Protection

We process data per our Privacy Policy
You must have lawful basis for data sharing
We may use aggregated, anonymised data for benchmarking
You're responsible for your website's privacy compliance

11. Warranties and Liability

11.1 Our Warranties

We will perform services with professional skill and care consistent with industry standards.

11.2 Limitation of Liability

Our total liability is limited to fees paid in the 3 months preceding any claim. We're not liable for indirect losses, lost profits, or missed opportunities.

11.3 Indemnity

You indemnify us against claims arising from:

Your products/services
Content you provide
Legal/regulatory non-compliance
Platform policy violations
Trademark/copyright infringement

12. Term and Termination

12.1 Term

Projects: Until completion
Retainers: Minimum 3 months, then month-to-month
Campaigns: Minimum 3 months, then 30 days' notice

12.2 Termination

For Breach: 10 business days' written notice to remedy
For Convenience: 30 days' written notice (after minimum term)
Immediate: For illegal activity or platform bans

12.3 On Termination

All fees due become payable
We'll provide reasonable handover (fees may apply)
Access to our platforms/tools ceases
You must remove our tracking codes/access

13. Changes and Additional Work

Change requests must be in writing
We'll quote impact on scope, timeline, and fees
Urgent requests (less than 48 hours) may attract 50% surcharge
After-hours work (outside 9am-6pm AEST, Mon-Fri) subject to availability and surcharge

14. Specific Service Terms

14.1 Website Defect Period

30 days from go-live for material defects in our code. Excludes third-party updates, content changes, or modifications by others.

14.2 Hosting and Maintenance

If we provide hosting:

99.5% uptime target (excluding maintenance)
Not liable for third-party infrastructure
Backups per hosting plan (not guaranteed)
Security updates for maintained sites only

14.3 SEO Services

Initial 3-6 months for foundational work
Results typically visible after 3-6 months
Ongoing optimisation recommended
Google algorithm updates may affect rankings

14.4 Paid Advertising

Minimum management fee applies regardless of spend
Learning period required for new campaigns (typically 2-4 weeks)
Creative refresh recommended every 4-6 weeks
Budget pacing may vary daily

15. General

15.1 Non-Solicitation

Neither party will solicit the other's employees/contractors for 12 months after engagement.

15.2 Disputes

Good faith negotiation, then mediation in Melbourne before litigation.

15.3 Governing Law

Victorian law applies. Exclusive jurisdiction of Victorian courts.

15.4 Entire Agreement

These Terms plus Proposal/SOW constitute entire agreement. We may update these Terms; version at engagement applies.

15.5 Notices

Via email to addresses in Proposal/SOW or account contacts.