TERMS OF SERVICE

Vaera Digital Marketing Services

This Agreement ("Agreement") is entered into between Vaera ("Service Provider") ABN 39 552 952 688 and the Client ("Client") upon the Client's acceptance of these Terms of Service by clicking "I Agree" or similar affirmation on the Service Provider's payment page and completing the purchase. This Agreement governs the provision of digital marketing services by the Service Provider to the Client.

1. Acceptance of Terms

By clicking "I Agree" or similar affirmation and completing the purchase on the Service Provider's payment page, the Client acknowledges and agrees to be bound by these Terms of Service. This action constitutes a legally binding agreement between the Client and the Service Provider. The Client represents and warrants that: (a) they have the legal capacity and authority to enter into this Agreement; and (b) the Services are being acquired for the purpose of carrying on a business and not for personal, domestic, or household use.

Commencement Date: The Billing Cycle and Service Commencement shall begin on the earlier of: (a) The date the Client is provided with login credentials/system access, or (b) Seven (7) days after the Effective Date of the Agreement.

2. Service Packages and Description

The Service Provider offers three distinct Google Business Profile management packages. The specific services included in the Client's selected package are as set forth below:

2.1 Casual ($550/month or $493/month billed bi-monthly)

This package includes:

35 auto review requests (monthly)
Past customer review campaign
Standard profile revamp
Standard geo targeting
Standard local backlinks
Monthly Google post editing & copywriting
Spam review removal
Negative review management
AI smart review responder
Responses to all reviews
Complete profile protection & recovery

Billing Options: Monthly billing at $550 AUD per month, or bi-monthly billing at $493 AUD per month ($986 AUD per bi-monthly cycle).

Exclusions: This package does not include website development or Google Ads management beyond the scope outlined above.

Access Requirements: The Client's timely provision of 'Manager' or 'Owner' level access to the Google Business Profile is a condition precedent to the Service Provider's performance of this Agreement. The Client must provide such access within 5 business days of the service commencement date. Delays in providing access do not pause, extend, or otherwise affect the billing cycle. Failure to provide the required access within the specified timeframe may result in termination of services without refund.

2.2 Competitor ($1,650/month or $1,500/month billed bi-monthly)

This package includes:

60 auto review requests (monthly)
Past customer review campaign
Detailed profile revamp
Dynamic geo targeting
Competitive local backlinks
Monthly Google post editing & copywriting
Spam review removal
Negative review management
AI smart review responder
Responses to all reviews
Complete profile protection & recovery

Billing Options: Monthly billing at $1,650 AUD per month, or bi-monthly billing at $1,500 AUD per month ($3,000 AUD per bi-monthly cycle).

Exclusions: This package does not include website development or Google Ads management beyond the scope outlined above.

2.3 Leader ($2,200/month or $2,000/month billed bi-monthly)

This package includes:

1:1 management communication
Unlimited auto review requests
Past customer review campaign
Elite profile revamp
Dynamic geo targeting
Competitive local backlinks
Weekly Google post editing & copywriting
Spam review removal
Negative review management
AI smart review responder
Responses to all reviews
Complete profile protection & recovery
Extreme Website Optimisation
Strategic web page development
Competitor monitoring
Monthly profile video analysis reports
Backlink Building
Tailored call conversion and ranking strategy

Billing Options: Monthly billing at $2,200 AUD per month, or bi-monthly billing at $2,000 AUD per month ($4,000 AUD per bi-monthly cycle).

Website Access Requirements: The Leader package includes mandatory administrative access to the Client's primary website for optimization purposes. In instances where the Client has an existing arrangement with a third-party developer, the Client shall instead provide Subdomain Access (e.g., blog.clientdomain.com) to the Service Provider.

Local Content Development: Creation of service-specific and area-specific blog pages hosted on a dedicated subdomain, designed to support Google Business Profile performance. The subdomain and all content created thereon remain the exclusive property of the Service Provider. Upon termination of this Agreement for any reason, the Client's access to the subdomain and all content will be immediately revoked, and the subdomain may be taken offline or have its DNS records pointed back to the Client's root domain at the Service Provider's sole discretion.

Monthly Video Reporting: Provision of monthly video reports detailing performance metrics and insights related to the Client's Google Business Profile.

Exclusions: This package explicitly excludes Search Engine Optimisation (SEO) services beyond the Google Business Profile and associated subdomain pages, website development on the Client's primary domain beyond the scope outlined, and Google Ads management.

CRITICAL ACCESS REQUIREMENT: The Client's timely provision of 'Manager' or 'Owner' level access to the Google Business Profile is a condition precedent to the Service Provider's performance of this Agreement. The Client must provide such access within 5 business days of the service commencement date. Delays in providing access do not pause, extend, or otherwise affect the billing cycle. Failure to provide the required access within the specified timeframe may result in termination of services without refund.

3. Intellectual Property and Content Ownership

All intellectual property rights in any methodologies, strategies, frameworks, reports, templates, materials, subdomain content, blog posts, or any other work product developed or provided by the Service Provider in connection with the Services remain the sole and exclusive property of the Service Provider. The Client is granted a limited, non-exclusive, non-transferable, revocable license to use such materials solely for the purpose of receiving the Services during the term of this Agreement.

Subdomain and Content: Any subdomain created for the Client (applicable to the Leader package) and all content published thereon (including but not limited to blog posts, articles, images, and metadata) is and shall remain the exclusive property of the Service Provider. The Client acknowledges that, although such content may relate to the Client's business, the subdomain and all content are created using the Service Provider's proprietary methodologies, tools, and expertise, and the Client acquires no ownership rights, license, or other interest in the subdomain or its content beyond the temporary access provided during the active service period.

Service Provider's Portfolio Rights: The Service Provider warrants that subdomain content will not be sold or transferred to third parties. However, the Service Provider retains a non-exclusive, perpetual license to repurpose, showcase, or utilize any content created during the service term for portfolio, marketing, or training purposes.

Upon Termination: Upon termination of this Agreement for any reason, the Service Provider shall cease all active management. All SEO rankings and live content delivered and paid for during the term remain the property of the Client; however, the Service Provider is not responsible for any fluctuations in ranking that occur after the termination date. The Client shall immediately cease all use of the Service Provider's proprietary materials, subdomain, and content. The Service Provider reserves the right to revoke access to any subdomain and take such subdomain offline or have its DNS records pointed back to the Client's root domain within a reasonable timeframe following termination.

4. Fees and Billing

4.1 Casual Package

Monthly Fee: $550 AUD per month, payable in advance.

Bi-Monthly Fee: $986 AUD per bi-monthly cycle ($493 AUD per month), payable in advance per cycle.

Billing Cycle: Recurring monthly or bi-monthly billing as elected by the Client at time of purchase. The Client authorises the Service Provider to charge the provided payment method for all applicable fees on a recurring basis.

Nature of Payment: The fee represents payment for the reservation of the Service Provider's agency capacity, expertise, and ongoing service delivery for the billing period, not solely for specific deliverables. The fee covers all activities undertaken by the Service Provider during the billing period, including onboarding, account review, strategy development, setup, ongoing management, and reporting, whether or not each activity is completed within that period. This fee is earned upon the commencement of each billing period and is non-refundable except as explicitly provided under the Money-Back Guarantee (Section 8) or as required by the Australian Consumer Law.

4.2 Competitor Package

Monthly Fee: $1,650 AUD per month, payable in advance.

Bi-Monthly Fee: $3,000 AUD per bi-monthly cycle ($1,500 AUD per month), payable in advance per cycle.

Nature of Payment: The fee represents payment for the reservation of the Service Provider's agency capacity, expertise, and ongoing service delivery for the billing period, not solely for specific deliverables. The fee covers all activities undertaken by the Service Provider during the billing period, including onboarding, account review, strategy development, setup, ongoing management, and reporting. This fee is earned upon the commencement of each billing period and is non-refundable except as explicitly provided under the Money-Back Guarantee (Section 8) or as required by the Australian Consumer Law.

4.3 Leader Package

Monthly Fee: $2,200 AUD per month, payable in advance.

Bi-Monthly Fee: $4,000 AUD per bi-monthly cycle ($2,000 AUD per month), payable in advance per cycle.

Nature of Payment: The fee represents payment for the reservation and commitment of the Service Provider's agency capacity, resources, expertise, team availability, and ongoing service delivery for the entire billing period, not solely for specific deliverables or outputs. The fee covers all activities undertaken by the Service Provider during the billing block, including onboarding, account review, strategy development, setup, content creation, profile management, competitor monitoring, reporting, and capacity reservation, whether or not each activity is completed within that block. This fee is earned and becomes non-refundable upon the commencement of each billing cycle, regardless of the Client's level of engagement or utilisation of services.

4.4 General Payment Terms

All fees are quoted in Australian Dollars (AUD) and are inclusive of GST where applicable.

Overdue Payments: In the event of overdue payments, the Service Provider reserves the right to suspend or terminate services until all outstanding amounts are paid in full. Interest may be charged on overdue amounts at the rate of 10% per annum calculated daily.

Chargebacks and Payment Disputes: The Client agrees to contact the Service Provider directly at reeve.w@vaera.au to raise any dispute regarding a charge before initiating a chargeback or payment dispute with their bank or payment provider. The Service Provider will use reasonable efforts to resolve any legitimate billing dispute within 10 business days of receiving written notice. If the Client initiates a chargeback or payment dispute with their bank or payment provider without first contacting the Service Provider, this shall constitute a material breach of this Agreement. The Service Provider reserves the right to recover any administration costs, chargeback fees, or dispute resolution costs incurred as a result of a chargeback initiated by the Client.

5. Cancellation Policy

5.1 All Recurring Services (Casual, Competitor, and Leader)

Method: The Client may cancel recurring services by providing written notice via email to reeve.w@vaera.au.

Notice Period: For monthly billing, cancellation requests must be received at least 14 days prior to the next monthly billing date. For bi-monthly billing, cancellation requests must be received at least 14 days prior to the next bi-monthly billing cycle. This period is required to deactivate automated reporting and third-party management tools.

Finality: Upon cancellation, services will cease at the end of the current billing period. No refunds will be issued for any unused portion of a billing period, except as explicitly provided under the Money-Back Guarantee (Section 8) and except as required by the Australian Consumer Law.

6. Service Commencement and Review Period

Following payment, there will be a mandatory review period of up to 6 hours for all services. During this period, the Service Provider will review the Client's account, business information, and requirements to ensure service compatibility and feasibility.

For all packages, the service will officially commence only after the successful completion of this review period and the completion of an initial setup call with the Client.

Right to Refuse Service: The Service Provider reserves the right to refuse service to any Client during the review period if, in the Service Provider's reasonable assessment, the Client's business, industry, or requirements are not suitable for the selected service package. In such cases, a full refund will be provided within 5 business days.

7. Client Obligations

The Client agrees to:

Provide accurate and complete information about their business, including all necessary access credentials to Google Business Profile, review platforms, and any other relevant accounts.
Provide 'Manager' or 'Owner' level access to Google Business Profile within 5 business days of service commencement. This is a mandatory requirement and condition precedent to service delivery.
Authorise the Service Provider to act on the Client's behalf with respect to Google Business Profile management, including but not limited to: making edits to the profile, publishing posts, responding to reviews, submitting reinstatement or dispute requests, and communicating with Google on matters relating to the Client's Google Business Profile. The Client acknowledges that this authorisation is necessary for the Service Provider to perform the contracted services and that the Service Provider shall act in accordance with the Client's reasonable instructions where provided.
Respond to reasonable requests for information, feedback, or approvals within 5 business days.
Grant the Service Provider appropriate permissions and access to perform the contracted services.
Comply with all applicable laws and regulations, including those governing their industry and business operations.
Ensure that all content, materials, and information provided to the Service Provider do not infringe upon any third-party intellectual property rights or violate any laws.
Maintain current and accurate contact information with the Service Provider.
Not engage in any activities that could harm the Service Provider's reputation or interfere with the provision of services.
Acknowledge and accept the risks inherent in using third-party platforms, particularly Google Business Profile, including but not limited to the risk of automated suspensions, policy changes, algorithm updates, and platform actions beyond the Service Provider's control.
During the term of this Agreement, not grant website, Google Business Profile, or SEO-related access to any third-party agency or consultant. Any unauthorized edits by the Client or third parties that interfere with the Service Provider's optimization work will void all performance guarantees.

Failure to fulfill these obligations may result in delays in service delivery, reduced service effectiveness, inability to perform services, or termination of services without refund. Specifically, failure to provide required access within the specified timeframes constitutes a material breach of this Agreement and may result in immediate termination without refund.

8. Money-Back Guarantee

Eligibility: A 30-day Money-Back Guarantee is offered for the first billing period of all three service packages (Casual, Competitor, and Leader).

Mandatory Onboarding Period: The Money-Back Guarantee is subject to a mandatory 10-day 'Onboarding & Implementation' period. No refund requests will be processed within the first ten (10) days of the Agreement. To be eligible for a refund, the Client must have first provided all necessary access (Website/GBP/Media Assets) as requested by the Service Provider.

Notice Requirement: The Client must provide written notice of dissatisfaction via email to reeve.w@vaera.au within 30 days of the service commencement date. The notice must specify the reasons for dissatisfaction in reasonable detail.

Cooperation Clause: The Client must provide all necessary access, information, and cooperation within 5 business days of any request made by the Service Provider. This includes, but is not limited to, providing 'Manager' or 'Owner' level access to Google Business Profile, access to review platforms, completion of onboarding questionnaires, and participation in scheduled calls. Requests will be made through email to the Client's registered email address. Failure to provide such cooperation in a timely manner will void the Money-Back Guarantee.

Processing: Upon receipt of a valid Money-Back Guarantee request, the Service Provider will process the refund within 10 business days. The refund will be issued to the original payment method.

Exclusions: The Money-Back Guarantee does not apply to: (a) recurring billing periods beyond the first period; (b) situations where the Client has breached these Terms of Service; or (c) situations where the Client has failed to provide required access or cooperation as specified in this Section and in Section 7.

9. No Guarantees and Performance Expectations

Best Practices: The Service Provider utilises industry best practices and proven methodologies in the delivery of all services.

No Specific Outcome Guarantees: The Client acknowledges and agrees that the Service Provider does not and cannot guarantee specific rankings, search result placements, lead volumes, conversion rates, revenue outcomes, or any other specific business results. Performance of Google Business Profiles and online reputation management is subject to Google's proprietary algorithms, user behavior, market conditions, competitive factors, and other variables that are outside the reasonable control of the Service Provider.

Platform Dependencies and Third-Party Risks: The Client expressly acknowledges and accepts that the Services are dependent on third-party platforms, including but not limited to Google Business Profile, which is owned and operated by Google LLC. The Client further acknowledges and accepts the following risks inherent in using Google Business Profile:

Google Business Profile is a third-party platform over which the Service Provider has no control or ownership.
Google may suspend, restrict, modify, or terminate the Client's Google Business Profile at any time, for any reason, or for no reason, including through automated systems and algorithmic sweeps.
Google suspensions may result from historical profile issues, past violations, competitor reports, automated detection systems, changes in Google's Terms of Service, or factors entirely unrelated to the Service Provider's work.
The Service Provider is not responsible for, and shall not be liable for, any suspensions, restrictions, removals, or other actions taken by Google or any other third-party platform, regardless of cause.
Changes to Google's algorithms, policies, terms of service, or platform functionality may impact service delivery and results.
The Client assumes all risks associated with using Google Business Profile and other third-party platforms and releases the Service Provider from any and all liability arising from such platform actions.

10. Limitation of Liability and Platform Risks

Platform Actions: The Service Provider shall not be liable for any loss, damage, cost, expense, or business interruption arising from or related to actions taken by third-party platforms including but not limited to Google-imposed suspensions, profile restrictions, algorithm changes, policy modifications, profile removals, account terminations, verification issues, automated sweeps, or any other actions by third-party platforms.

Limitation Amount: To the maximum extent permitted by law, and subject to the non-excludable consumer guarantees under the Australian Consumer Law (ACL), the Service Provider's total aggregate liability to the Client for any and all claims arising out of or related to this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall be limited to the total fees paid by the Client to the Service Provider during the four (4) months immediately preceding the event giving rise to the claim.

Exclusion of Consequential Damages: To the maximum extent permitted by law, the Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of data, loss of goodwill, or cost of replacement services, even if the Service Provider has been advised of the possibility of such damages.

Australian Consumer Law: Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Client by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement. Where the Service Provider's liability for breach of a non-excludable condition or warranty exists, it is limited, at the Service Provider's option, to: (a) in the case of services, the supply of the services again or payment of the cost of having the services supplied again.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Service Provider, its officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) the Client's breach of this Agreement; (b) the Client's use of the Services; (c) any content, information, or materials provided by the Client; (d) the Client's violation of any law or regulation; (e) any claim that the Client's content or materials infringe upon or violate any third-party rights, including intellectual property rights; (f) any third-party claim arising from the Client's Google Business Profile or other accounts managed under this Agreement, where such claim does not arise solely from the Service Provider's negligence; or (g) the Client's business operations, products, or services.

12. Confidentiality

Confidential Information: Each party acknowledges that during the term of this Agreement, it may have access to confidential and proprietary information of the other party, including but not limited to business strategies, customer information, financial data, technical data, and trade secrets ("Confidential Information").

Obligations: Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; (c) use Confidential Information only for the purposes of performing obligations under this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Confidential Information.

Survival: The obligations under this Section shall survive the termination of this Agreement for a period of three (3) years.

13. Term and Termination

Term: This Agreement commences on the date of the Client's acceptance and payment, and continues until terminated in accordance with this Section.

Termination by Client: The Client may terminate recurring services in accordance with Section 5 (Cancellation Policy).

Termination by Service Provider: The Service Provider may terminate this Agreement immediately upon written notice if: (a) the Client breaches any material term of this Agreement and fails to cure such breach within 14 days of receiving written notice; (b) the Client fails to pay any amount when due; (c) the Client fails to provide required access credentials or cooperation as specified in Sections 2 and 7; or (d) the Client engages in illegal activities or activities that harm the Service Provider's reputation. Where the Client's Google Business Profile or other relevant accounts are suspended, restricted, or removed by a third-party platform, this shall not constitute grounds for termination by either party, and the parties shall cooperate in good faith to address the situation in accordance with Section 9. Notwithstanding the foregoing, either party may terminate this Agreement upon 14 days written notice if a third-party platform suspension or removal is permanent or irrecoverable, or if the suspension renders the delivery of the Services commercially impractical for a continuous period exceeding 30 days.

Effect of Termination: Upon termination: (a) the Client shall immediately pay all outstanding fees; (b) the Service Provider shall cease providing services; (c) all access to subdomains and Service Provider content shall be immediately revoked; (d) each party shall return or destroy all Confidential Information of the other party; and (e) any provisions that by their nature should survive termination shall continue in effect, including but not limited to Sections 3, 4, 10, 11, 12, 15, and 17.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental actions, epidemics, pandemics, internet service failures, or other similar unforeseeable events ("Force Majeure Event"). For the avoidance of doubt, actions taken by third-party platforms such as Google (including suspensions, algorithm changes, or policy modifications) do not constitute Force Majeure Events, and the risk of such actions is allocated in accordance with Sections 9 and 10 of this Agreement. The affected party shall notify the other party of a Force Majeure Event as soon as reasonably practicable and shall use reasonable efforts to minimise the impact of the Force Majeure Event. If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement upon written notice to the other party.

15. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia, without regard to its conflict of law principles.

Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland, Australia, and any courts of appeal from those courts, for any proceeding arising out of or in connection with this Agreement.

Dispute Resolution: Before commencing any legal proceedings (except where urgent interlocutory relief is sought), the parties agree to first attempt to resolve any dispute through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the dispute. The parties shall meet within 14 days of such notice to attempt to resolve the dispute. If the dispute is not resolved within 30 days of the initial notice, either party may proceed with legal action.

16. Disclaimer of Advisory Services

The Service Provider does not provide, and the Services do not constitute, legal, financial, tax, regulatory, or compliance advice. Any information or guidance provided by the Service Provider in connection with the Services is provided for informational purposes only and does not create a professional advisory relationship. The Client is solely responsible for all decisions relating to the legal, financial, regulatory, and compliance aspects of their business operations, including but not limited to decisions regarding how to handle consumer reviews, respond to complaints, or comply with applicable laws and regulations. The Client should seek independent professional advice on any legal, financial, or regulatory matters. In particular, the Client acknowledges that review solicitation campaigns and review management activities are subject to the policies of relevant platforms (including Google) and applicable consumer laws. The Client retains final decision-making authority over all review solicitation activities and is solely responsible for ensuring that such activities comply with all applicable platform policies and laws.

17. General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Amendment: This Agreement may only be amended by a written document signed by both parties. The Service Provider reserves the right to update these Terms of Service for future clients, but such updates will not affect existing agreements unless the Client explicitly agrees to the updated terms.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver: No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

Assignment: The Client may not assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the Service Provider. The Service Provider may assign this Agreement to any affiliated entity or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered via email to the email addresses provided by the parties. For the Service Provider, notices should be sent to: reeve.w@vaera.au. Notices shall be deemed received: (a) if by email, on the date of transmission if transmitted during business hours, or on the next business day if transmitted outside business hours; (b) if by mail, three (3) business days after posting.

Relationship of Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Each party is an independent contractor.

Third-Party Rights: This Agreement is for the sole benefit of the parties and does not confer any rights on any third party.

Non-Disparagement: The Client agrees not to make any misleading or materially false public statements about the Service Provider, its personnel, or its services in connection with or arising from this Agreement. This clause does not restrict the Client from making truthful statements about their experience with the Services or from exercising any rights conferred by law.

ACCEPTANCE

By clicking "I Agree" or completing payment, the Client acknowledges that they have read, understood, and agree to be bound by these Terms of Service. The Client agrees that this electronic acceptance constitutes a valid, binding, and enforceable signature and execution of this Agreement, with the same legal effect as a manual signature in ink.

Vaera (ABN 39 552 952 688)

Contact: reeve.w@vaera.au

Last Updated: February 18, 2026