1. Purpose and scope
These Terms and Conditions (hereinafter, the "Terms") govern the contracting of services and products offered by DAVITURU MARKETING SOLUTIONS — FZCO (hereinafter, the "Company"), a Free Zone Company registered under IFZA — International Free Zone Authority, in Dubai Silicon Oasis, Dubai, United Arab Emirates, with registration number DSO-FZCO-37952 and commercial licence no. 40072.
The Company operates commercially under the brands Davituru and Shadow Operator.
The contracting of any service or product implies full acceptance of these Terms.
These Terms are complemented by the Legal Notice, Privacy Policy and Cookie Policy published at www.davituru.com.
2. Definitions
For the purposes of these Terms:
"Professional Services": the marketing, advertising, consultancy and campaign production services provided by the Company to professional clients — content creators, experts, personal brands and companies — by individual proposal or contract.
"Training Programmes": the digital training products marketed by the Company, including the Shadow Operator training, and any associated content, materials or tools.
"Client": the natural or legal person that contracts Professional Services.
"Student": the natural person that purchases access to a Training Programme.
Sections 5, 6 and 16 apply primarily to Professional Services. Section 8 applies primarily to Training Programmes. The remaining sections apply to both.
3. Description of services
The Company provides, within the scope of the activities authorised under its commercial licence:
• Digital marketing and advertising strategy and consultancy
• Production and direction of digital product launch campaigns
• Audience monetisation consultancy for content creators and personal brands
• Design and implementation of online sales systems: funnels, landing pages and automations
• Evergreen campaign management
• Customer acquisition and conversion optimisation
• Market research and advertising analysis
• Development, production and marketing of digital training products
The specific scope, deliverables, deadlines and prices of each engagement are defined in the corresponding individual proposal or contract.
4. Contract formalisation
The contractual relationship is formalised by:
• Acceptance of a commercial proposal; or
• Signature of a specific service contract; or
• In the case of Training Programmes, confirmation of payment through the enabled link or platform.
Individual contracts may contain particular conditions that complement these Terms. In the event of contradiction between these Terms and the particular conditions of an individual contract, the latter shall prevail.
5. Results-based participation model
The Company usually provides its Professional Services under a results-based participation model, rather than fixed fees paid in advance. Unless the individual contract provides otherwise:
5.1 Remuneration. The Company receives a percentage of the volume generated by the campaign. The percentage is set out in the individual contract.
5.2 Calculation basis. The percentage is calculated on the amount actually collected and consolidated by the Client, once refunds, chargebacks, payment gateway and platform commissions and indirect taxes passed on have been deducted. It is not calculated on gross invoiced volume or on amounts not collected.
5.3 Settlement. Settlement is made within thirty (30) calendar days following the close of each campaign or, for campaigns of extended duration, on a monthly basis. The Client shall provide the Company with read-only access to the reports of the payment platform used, solely for the purpose of verifying the calculation basis.
5.4 Subsequent refunds. Refunds or chargebacks occurring after a settlement shall be regularised in the next settlement or, if none, by proportional compensation or refund.
5.5 Ownership of the product. Unless expressly agreed otherwise, the training product developed for the Client and its content belong to the Client. The methodology, systems, templates and processes used by the Company to produce it remain in its ownership in accordance with section 9.
5.6 No corporate link. The results-based participation model does not constitute a company, association, joint venture or employment relationship between the parties. Each party acts on its own account and assumes its own tax and administrative obligations.
6. Client obligations
The Client undertakes to:
• Provide truthful, complete and up-to-date information for the proper provision of services
• Collaborate diligently in the execution of the engagement and respect agreed deadlines
• Make payments and settlements in accordance with what has been agreed
• Guarantee that its products, services, advertising claims and commercial practices comply with applicable law
• Respect the Company's intellectual and industrial property rights
The Client is solely responsible for the legality and regulatory compliance of its own products, services and advertising content, as well as for the tax obligations arising from the income generated by the campaign.
7. No exclusivity
Unless expressly agreed otherwise, the relationship between the Company and the Client is not exclusive. The Company may provide similar services to other clients, including clients in the same sector, always respecting the confidentiality obligations of section 10.
8. Training Programmes: access, use and conduct
8.1 Personal nature of access. Access to Training Programmes is personal and non-transferable. Sharing credentials, transferring access to third parties, recording, downloading, reproducing, distributing or reselling content, or using it to create derivative or competing training products is prohibited.
8.2 Duration of access. Unless the particular conditions of the product provide otherwise, the Student has:
• Access to the platform, modules and materials of the Training Programme: twelve (12) months from the date of payment confirmation.
• Live training sessions and team support: six (6) months from the date of payment confirmation.
Both periods run in parallel from the same date. Once elapsed, access ends automatically without prior notice. The Company may offer renewal or extension of access on the commercial terms in force at that time, without any obligation to do so or right of the Student to demand it.
During the access period, the Company may modify, update or replace modules and materials to keep the content up to date, without this constituting a substantial alteration of the purchased product. The Company may also adjust the schedule of live sessions, always ensuring that they take place within the six-month period.
8.3 Live sessions and community. The Student undertakes to behave respectfully in live sessions, chat channels and community spaces. The Company may suspend or revoke access, without right to refund, in the event of breach of section 8.1, abusive, harassing or discriminatory conduct, or use of such spaces to promote third-party products or services without authorisation.
8.4 Support and opportunities. When the Company provides introductions, contacts or collaboration opportunities to Students, it does so by way of support and without any guarantee of assignment, hiring or economic result. The Company does not act as a placement agency or labour intermediary.
8.5 Student involvement. Training Programmes require active implementation by the Student. The Company does not carry out the work on behalf of the Student and assumes no responsibility for the Student's lack of application.
9. Intellectual and industrial property
All materials, methodologies, tools, documents, presentations, content, systems, templates and deliverables developed by the Company are its exclusive property, unless expressly agreed otherwise in writing, and without prejudice to section 5.5.
The Client and the Student receive a non-exclusive, non-transferable and revocable licence of use, limited to their own activity and for internal purposes, which does not include the right to resell, assign, sublicense or commercially exploit the materials.
Breach of this section entitles the Company to revoke access immediately, without right to refund, and to take the appropriate legal action.
10. Confidentiality and non-circumvention
10.1 Confidentiality. Both parties undertake to keep confidential all non-public information exchanged during the contractual relationship — including billing figures, audience data, offer structures, methodologies and contact lists — unless disclosure is required by law.
10.2 Non-circumvention. During the term of the contract and for twelve (12) months following its termination, the Client shall refrain from directly hiring, or hiring through intermediaries, the collaborators, suppliers or commercial contacts introduced by the Company in the course of the engagement, in order to circumvent the agreed remuneration.
10.3 Use of references. Unless the Client expressly indicates otherwise, the Company may mention the collaboration and its results in its commercial materials, always respecting information expressly designated as confidential.
11. Third-party platforms
The provision of services may require the use of third-party platforms, including advertising platforms, social networks, payment gateways, hosting providers, CRM systems, automation tools or course delivery platforms.
The Company is not responsible for:
• Algorithm changes
• Account suspensions, restrictions or closures
• Updates to the policies of such platforms
• Interruptions or technical failures beyond its control
12. Payment terms
Unless the proposal or individual contract provides otherwise:
• Payments are made through a secure payment link provided by a Company representative or through the designated payment platforms
• The accepted currencies are the euro (EUR) and the US dollar (USD)
• Non-payment or late payment entitles the Company to suspend the provision of the service or access to the Training Programme until regularisation
• Prices are understood without prejudice to the taxes applicable according to the residence of the Client or Student
Chargebacks. Opening a chargeback or payment dispute without having first requested a refund in accordance with section 13 entitles the Company to suspend access immediately and to claim the management costs caused by the dispute.
13. Refund policy
The Student may request a refund of the amount paid for a Training Programme within 14 calendar days of the date of payment, by sending a written request to info@davituru.com.
Refunds are processed by the same payment method used in the original transaction, unless otherwise agreed. After this period, payments are non-refundable, unless the mandatory consumer protection law of the Student's country of residence provides otherwise.
In the case of Professional Services provided under the results-based participation model, no refund shall apply as there is no advance payment; termination is governed by section 16.
The particular refund conditions communicated to the Student at the time of purchase shall prevail over this section when they are more favourable.
14. No guarantee of results
The Client and the Student expressly acknowledge that:
• The services provided are professional marketing, advertising and consultancy services
• The Training Programmes are training products of a general and professional nature
• Neither constitutes a guarantee of income, profits, economic results or commercial success
• The Company does not make income promises or guarantee any financial return
• Results depend on factors outside the Company's control, including the dedication and execution capacity of the Client or Student, market conditions, third-party decisions and the operation of external platforms
The figures, testimonials and cases published by the Company correspond to individual experiences and do not represent typical, average or expected results. Unless expressly stated, figures referring to campaigns express gross invoicing volume generated, not net profit or income received.
The Company undertakes to provide its services with professional diligence and in accordance with industry standards.
15. Limitation of liability
To the maximum extent permitted by applicable law, the Company shall not be liable for:
• Indirect, incidental, special, consequential or punitive damages
• Loss of profits or loss of earnings
• Loss of income or business opportunities
• Interruption of the Client's business activity
• Account suspensions, restrictions or decisions taken by third-party platforms
The Company's total liability, in cases where it legally applies, shall be limited to the amount actually received by the Company in relation to the specific service giving rise to the claim.
Nothing in these Terms excludes liability for wilful misconduct or fraud in cases where such exclusion is not permitted by law.
16. Cancellation and termination
16.1 Notice. Either party may terminate a Professional Services contract by written notice of at least fifteen (15) calendar days, unless the individual contract provides for a different period.
16.2 Ongoing campaigns. The right of termination may not be exercised during the sales window of a campaign already underway. If termination is notified during such period, it shall take effect once the campaign is closed.
16.3 Effects. In the event of termination:
• The Client shall pay for services rendered up to the effective date
• The Company shall retain the right to the agreed participation on sales generated by campaigns executed or prepared by it during the term of the contract, including those materialising within ninety (90) days following termination as a direct result of its work
• Costs committed to third parties that do not allow cancellation shall also be payable
16.4 Termination for breach. Either party may terminate the contract with immediate effect in the event of a serious breach by the other party that is not remedied within fifteen (15) days of written notification.
17. Data protection
The processing of personal data arising from the contractual relationship is governed by the Company's Privacy Policy and is carried out in accordance with:
• UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL); and
• The international data protection legislation applicable depending on the territory in which the services are offered, including European legislation where appropriate
18. Force majeure
The Company shall not be liable for breach or delay in performance arising from causes beyond its reasonable control, including acts of public authorities, internet outages, cyberattacks, natural disasters or other cases of force majeure.
19. Applicable law and jurisdiction
These Terms are governed by the laws of the United Arab Emirates and the legislation applicable to companies established in a free zone in the Emirate of Dubai.
Any dispute arising from these Terms or the contractual relationship shall be subject to the jurisdiction of the competent courts of Dubai, United Arab Emirates, unless the mandatory consumer protection law of the place of residence of the Client or Student establishes a different forum.
20. Partial invalidity
If any clause of these Terms is declared null or unenforceable, such declaration shall not affect the validity of the remainder, which shall continue in force. The affected clause shall be replaced by another that, being valid, approximates as closely as possible the purpose pursued.
21. Modifications
The Company reserves the right to modify these Terms at any time. Modifications shall take effect from their publication on the Website and shall not affect contracts already formalised, which shall be governed by the version in force at the time of their conclusion.