Terms of Service.

1.1

These Terms govern access to the Dáva website, platform and related services (the Service) supplied by WhoDoDo Pty Ltd (ABN 89 653 263 551) trading as Dáva Zmysel (Dáva, we, us). By creating an account, starting a trial or using the Service, the Customer (you) agrees to them.

1.2

The agreement includes these Terms, any Order Form, and any policies we reference, including our Privacy Policy, Data Processing Agreement (DPA) and Acceptable Use Policy, each as updated in accordance with clause 14. A signed Order Form prevails if it conflicts with these Terms. The DPA prevails for conflicts concerning the processing of personal information, unless a signed Order Form expressly states otherwise.

1.3

If you accept for an organisation, you confirm you have authority to bind it.

2.1

The Service is for business use only. By using it, you confirm you are acting for a business and not acquiring the Service for personal, domestic or household use. You must be at least 18 and legally able to enter a binding agreement.

2.2

You must keep your account information accurate and your credentials secure. You are responsible for all activity under your account, including by users you invite and anyone acting for you.

2.3

An agency using the Service for a client must have that client's authority. We may request evidence of authority and pause disputed changes.

3.1

Dáva is a first-party attribution platform. The Service is under active development.

3.2

We may add, change, replace, suspend or remove features, integrations, methods, plans or other parts of the Service as it develops. We will give reasonable notice if a change materially reduces the core paid functionality of your plan during a prepaid billing period. If the change materially disadvantages you, you may cancel before it takes effect and receive a pro-rata refund of unused prepaid fees. This does not restrict changes required for security, law or third-party services outside our reasonable control. Beta, preview and free features may change or end at any time.

3.3

Setup, implementation and custom work are included only if agreed in writing.

3.4

Support is provided on a reasonable-efforts basis. No uptime, response time or service level is guaranteed unless agreed in a signed Order Form.

4.1

You are responsible for your websites, domains, DNS, campaigns, destinations, content, configuration, integrations and how you use reports.

4.2

You must own or be authorised to control every domain and website you connect, and have all rights, notices and consents needed for the data processed through the Service.

4.3

You must not send passwords, payment-card data, sensitive information, health information or children's data to the Service without our prior written approval.

4.4

You must comply with applicable law, our Acceptable Use Policy and the terms of any third-party service you connect.

4.5

You must not use the Service for anything unlawful, deceptive or harmful, including phishing, malware, cloaking, impersonation, or interfering with or reverse engineering the Service. We may block content or destinations and restrict or suspend access where we reasonably suspect misuse.

5.1

You retain your rights in data and content that you or your users submit to or collect through the Service (Customer Data). We retain all rights in the Service, documentation and underlying technology, excluding Customer Data. Ownership of custom work is as stated in the applicable Order Form.

5.2

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and use Customer Data, and operate connected subdomains, only as reasonably necessary to provide, maintain, secure and support the Service, follow your instructions, comply with law and enforce this agreement.

5.3

We may create and use aggregated and de-identified data for any lawful business purpose, including improving the Service and benchmarking, provided it does not identify you or any individual.

5.4

Personal information is handled under our Privacy Policy and Data Processing Agreement.

5.5

Data retention and deletion follow your plan, settings, our policies and the DPA. After your account ends, we may delete Customer Data in accordance with those documents, subject to applicable law and our backup and record-retention practices. You are responsible for exporting anything you want to keep before your access ends.

7.1

The plans, features, usage allowances, limits and measurement methods that apply to your subscription are those shown on our website, in the app or in an Order Form when you subscribe, as later changed prospectively in accordance with these Terms.

7.2

Usage, including sessions, is measured by our systems and may involve reasonable estimates. Measurement methods may change prospectively. Our records apply unless you demonstrate a manifest error.

7.3

If you exceed your plan, we may require an upgrade, limit the Service, or charge for excess usage only at the rates and on the measurement basis disclosed to you before the relevant excess usage is incurred.

7.4

We may offer free trials on the terms clearly shown immediately before you start, including the trial duration, conversion date, plan, price, billing period and cancellation method. If you provide a payment method, you authorise us to charge it when the trial converts. Unless cancelled before the trial ends, the trial converts to a paid subscription. We may change or end trial offers prospectively.

8.1

Fees and applicable taxes are as shown at checkout or in an Order Form and are billed in advance. The total amount payable will be displayed before purchase where required by law. Payments are processed by a third-party payment provider. By providing a payment method, you authorise us and that provider to charge it for recurring subscription fees, applicable taxes and disclosed usage charges.

8.2

Subscriptions renew automatically until cancelled. Cancellation takes effect at the end of the current billing period.

8.3

We may change prices, plans, billing arrangements and payment providers prospectively. A price change applies from your next renewal after reasonable prior notice. If you do not agree, you may cancel before the renewal and the new price will not be charged.

8.4

If payment fails, we may restrict, suspend or terminate the Service.

8.5

Fees are non-refundable except where required by law or stated in these Terms.

9.1

We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription for your authorised business purposes, including providing services to clients where clause 2.3 is satisfied, subject to these Terms.

9.2

If you give feedback, we may use it freely without obligation to you.

10.1

Confidential Information means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood as confidential. It does not include information that becomes public without breach, was already lawfully known without restriction, is lawfully received from another source, or is independently developed.

10.2

The receiving party must use reasonable care to protect Confidential Information, use it only to perform or enforce this agreement, and disclose it only to personnel, contractors and professional advisers who need it and are bound to protect it, or where disclosure is required by law.

10.3

These obligations continue during the agreement and for three years after it ends, except for trade secrets, which remain protected while they qualify as trade secrets.

11.1

Attribution data is inherently incomplete. Browsers, consent settings, ad blockers, devices, bots, third-party services and your configuration all affect results. We do not guarantee that data is accurate, complete or consistent with other platforms, or that you will achieve any business result. Reports are informational only and are not professional advice.

11.2

To the maximum extent permitted by law, the Service is provided as is and as available, and we exclude all warranties, conditions and representations not expressly stated in these Terms.

11.3

Nothing in these Terms excludes any right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded. Where permitted, our liability for breach of such a guarantee is limited to supplying the services again or paying the cost of having them supplied again.

12.1

To the maximum extent permitted by law, we are not liable for any indirect or consequential loss, loss of profit, revenue, data, goodwill or opportunity, or business interruption, or for any loss caused by customer-selected third-party services, your configuration, external platforms outside our reasonable control or events beyond our reasonable control.

12.2

To the maximum extent permitted by law, our total aggregate liability under or in connection with this agreement, however arising and for all claims, is limited to the fees you paid in the 12 months before the first event giving rise to liability, or AUD 100 if you have paid nothing. This cap applies once in aggregate, not separately to each claim or event.

12.3

This clause does not limit any liability that cannot be limited by law.

12.4

You indemnify us against third-party claims and reasonable losses and costs to the extent caused by your unlawful Customer Data, content, domains or campaigns, your misuse of the Service, or your material breach of clauses 2 to 4. The indemnity does not apply to the extent caused by our breach, negligence or wilful misconduct. We will give reasonable notice and assistance, and you may control the defence and settlement provided it does not impose liability or an admission on us.

13.1

You may cancel at any time through your account. Cancellation takes effect at the end of the current billing period.

13.2

We may suspend access immediately where reasonably necessary because of a material breach, non-payment, security risk, legal requirement or misuse we reasonably suspect. We may terminate for those reasons if the issue cannot be remedied or is not remedied after reasonable notice, except where immediate termination is reasonably necessary for security or legal reasons. Where practicable, we will notify you, limit a suspension to what is reasonably necessary and restore access when the reason for it is resolved.

13.3

We may terminate your account or discontinue the Service for any other reason on reasonable notice, and will refund any unused prepaid fees.

13.4

Clauses that by their nature should continue after termination continue, including those on accrued fees, data, confidentiality, disclaimers, liability and indemnity.

14.1

We may update these Terms and our policies from time to time. The current version is published on our website, and changes do not apply retrospectively.

14.2

We will give reasonable notice of material changes by email or in the app. Continued use after a change takes effect means you accept it. If you do not agree, you may cancel before the change takes effect and we will refund any unused prepaid fees.

14.3

We may make changes immediately where required by law or for security reasons.

15.1

These Terms are governed by the laws of New South Wales, Australia, and the courts of New South Wales have jurisdiction.

15.2

We may assign this agreement or use subcontractors. You may not assign it without our consent.

15.3

We may send notices by email to your account owner's address or in the app.

15.4

If any provision is unenforceable, it is limited to the extent necessary and the rest continues. These Terms are the entire agreement between us on their subject matter.

15.5

Neither party is liable for delay or failure to perform, except payment obligations, caused by an event beyond its reasonable control if it takes reasonable steps to reduce the effect. If the event prevents a material part of the Service for more than 60 days, either party may terminate the affected Service and we will refund any unused prepaid fees for it.