Welcome to Vector Advertising! Our mission is to ensure seamless and productive progress on your project. The subsequent terms and conditions are fundamental principles that govern all projects between you, known as “The Client”, and us, referred to as “The Service Provider/Agency”, here at Vector Advertising.
By agreeing to the “Project Proposal”, The Client acknowledges and accepts Vector Advertising’s Terms and Conditions.
Table of Contents
Services & Development
Services Provided
We commit to providing the stated services or project within the timeline specified in the Job Description section of the Project Proposal. Here, ‘timeline’ denotes a series of project milestones rather than exact dates. See Timing, Timeline and Milestones.
Additional services can be availed at your request or with your consent, subject to applicable charges. Any changes in the scope of services or the project that deviate from what was initially agreed upon will only be entertained if mutually agreed upon by both parties. See Fees For Additional Services.
Revisions
Each project includes three (3) revisions by default. Additional revisions may be requested for a fee. If at any stage you are not satisfied with the project direction, please communicate this to us. We are committed to ensuring your satisfaction and will discuss the best way forward. This may involve additional costs if work completed up to that point exceeds the initially agreed-upon scope. See Terms for Termination.
Timing, Timeframe and Milestones
We understand the importance of adhering to timeframes for ensuring the project’s quality and timely delivery. However, we are not liable for any delays in delivery due to a lack of communication or failure to respond within the allocated time for reviews. We will provide you with access to our timeframe through our online project management tool, where you can see the timing allocated for each revision. Failure to deliver on time will result in the project being paused. See Paused Projects.
At each review point, you agree to approve and accept the deliverables by written confirmation on our project management tool, Slack or by email, which will become the final deliverables. You may also provide written comments or corrections sufficient to identify your concerns, objections, and corrections through our project management tool.
We will make reasonable efforts to contact you and remind you of any deadlines and (or) milestones. After three (3) reminders, we will assume that the project has been halted or completed, except if otherwise stated by email.
Commencing of Project
Commencing a project with our creative agency involves several important steps. First, we allocate all projects to the next available time slots and ensure that they are delivered within the timeframe specified in our Project Proposal.
To secure their booking for the next available time slot, the Client is required to pay either the deposit or the first milestone payment within the invoice date, not after. It is essential to note that the payment of the deposit does not imply the immediate commencement of the project, and we will not begin working on the project until said payment has been received.
We value timely project delivery as much as you do. To help us stay on track, please be aware that any delay in payments could lead to a shift in the project delivery schedule. For further details regarding project timelines, milestones, and payment procedures, clients are encouraged to consult the Timing, Timeframe, and Milestones section, as well as the Payment section of our terms and conditions.
Communication
The preferred method of communication for the project is through the Agency’s online project management portal, Slack channel, or via email at [email protected]. The Client is advised to avoid using voicemail, SMS, or WhatsApp for project-related requests, as these will not be considered valid forms of communication. The Agency will make reasonable efforts to respond to Client communications within 24 hours on business days during the following regular business hours:
- Mauritius: 9:30am to 5pm
We do not work on weekends or public (bank) holidays, and we do not expect you to do the same either. We also do not expect you to reply or review our work within the hour of our delivery, and we believe that you do not expect us to respond or deliver work within the hour of your request. Any comments or reviews for changes sent by WhatsApp or other means of communication tools other than Nifty, Slack or email will not be considered.
At each review point, you agree to approve and accept the deliverables by written confirmation on our project management tool, Slack or by email, which will become the final deliverables. You may also provide written comments or corrections sufficient to identify your concerns, objections, and corrections through our project management tool.
We will make reasonable efforts to contact you and remind you of any deadlines and (or) milestones. After three (3) reminders, we will assume that the project has been halted or completed, except if otherwise stated by email.
Mutual Co-operation
We agree to use our best efforts to fulfil your expectations of the Project Proposal’s deliverables.
You agree, before we start, to aid in making available to us all needed information about your project or task and co-operating with us in expediting the work. See Responsibilities of The Client (you) and The Supplier (us) for more information.
Third-Party Involvement
There may be a situation where we will require third-party services to provide a finished product. In those cases, we agree to use our best efforts to ensure the quality of said finished products. However, you should note that we are not liable for any delays during the project’s lifespan by the said third-party supplier(s). We shall ensure that the process is smooth and bring you up-to-speed on any issues, should they arise. Worst-case-scenario, we will provide you with an alternative solution.
Changes to the Scope-Of-Work
Any additional changes to the scope of services outside the final Proposal and (or) not agreed upon after we have started the project, will not be considered except otherwise approved and accepted by both of us at an additional set fee.
However, in the case where we have been (sub)contracted by you to perform specific duties offered by you to your clients, whereas such services were not mentioned in the initial agreement or are out-of-scope, but is imperative to the smooth development of the project, we reserve the right to not seek pre-approval to the additional cost and will include the said additional cost in our final invoice.
Paused Projects
If a project is paused due to the Client’s failure to respond in a timely manner, provide critical information, or submit necessary collateral within the agreed-upon timeframe, the Agency will take decisive action. This includes situations where the Client does not respond to queries, reviews, comments, requests for information, or provide collateral such as images, videos, logos, or text within a maximum of 3 weeks. As outlined in the Timing, Timeframe, and Milestones section, the Agency will issue three reminders to the Client.
In the event that the Client fails to respond after receiving these reminders, the Agency will halt the project immediately. This policy also applies if the Client takes longer than the allocated time for gathering resources and information, and the Agency has no other alternative but to pause the project due to other commitments..
Upon halting a project, the Agency will require a Project Restart Fee, which may amount to up to 10% of the project’s total cost. The Agency retains the sole authority to decide whether to waive this fee on a case-by-case basis.
If the Client declines or is unable to pay the Project Restart Fee, the Agency reserves the right to terminate the project without further discussion and issue a final invoice for the work completed thus far. This is applicable if the work completed has not been covered by payments made for either the milestone or the 50% down payment.
Payment
Billing Schedule
We are sure that you understand how important it is for a small business, such as us, to pay the invoices we send you promptly. We are also confident that you will want to maintain a positive working relationship and keep your projects moving forward. Hence, you agree to stick tight to the payment schedule.
Invoicing and Payment Terms
The Agency offers two invoicing methods for the Client: per milestone or a 50-50 payment structure. The Client will be made aware of these options, and the selected method will be outlined in the project proposal or scope of work.
- Per Milestone Invoicing: The normal invoicing method will be per milestone, including all third-party costs required to start the project. All milestone invoices must be paid in advance within 5 days of receipt and not after. The final milestone invoice may be paid upon delivery with prior agreement between the Client and the Agency.
- 50-50 Payment Structure: The Agency reserves the right to request a 50% down payment before commencing work on the project, with the remaining 50% payable upon delivery.
Advance payment for all third-party costs may include but not limited to: hosting, domain names, WordPress plugins, themes, Royalty Images, fonts and any other resources needed before starting the project.
For both invoicing methods, late payments may result in the suspension or termination of the project at the Agency’s discretion. The Client shall pay all invoices promptly to ensure the smooth progression and timely completion of the project.
All payments needs to be cleared before commencing the project or moving to the next milestone. Any delays in the payments will result in delays with the project, or delivery of.
Client Agreement to Pay
You agree to settle the first invoice within five (5) working days before starting the project or services, which will act as the deposit for the project. After the first one, the final or every other invoice will have fifteen (15) to thirty (30) calendar days payment terms. See Payment Credit Terms.
Late Payment Terms
If the payment is not made within the delay given, we will charge a late payment fee of five per cent (5%) per month on any overdue and unpaid balance not in dispute to cover the workforce, interest and other costs we pay for carrying outstanding invoices from you. We also reserve the right to stop working on any projects until we receive the payment.
Retainer & Recurring Fees
Should you enter on a monthly package or subscribe to any of our monthly services where a recurring fee exists, all payments will be made on the first (1st) of the month and payable in advance, except if we have a prior arrangement regarding the payment schedules.
The schedule of payments will be finalised upon the signature of the agreement.
Payment Credit Terms
You agree that payment credit will only be given to existing clients with an excellent payment record of six (6) months which counts as a probation period.
The payment credit extends from fifteen (15) to thirty (30) calendar days, depending on any prior agreement.
You are required to settle the payment by the last day of the credit and not after.
Any delays in the payment, will not only ensure the late payment fees, but you will also lose the agreed credit arrangement on any future projects.
Digital Invoice
We strongly believe in saving the environment by any means possible; that is why all our proposals, contracts and invoices are digital (computer-generated and automated). We do not print or post our invoices. Should you want a printed and posted invoice, we will be glad to oblige at a one-time fee of $5 (USD) or equivalent currency per invoice.
The final invoice, once generated and sent, cannot be modified or cancelled.
Payment Method
You may opt-in for online payment through our online payment gateway or by bank transfer.
Payment by cheque can be accepted on a case to case basis and by prior agreement.
Charges For Additional Services and Expenses
Additional services may be provided at your request at a pre-approved fee.
All out-of-scope agreed requests will be invoiced separately.
Projects that go dormant for longer than twenty-five (25) calendar days will incur a fee to resume work at our discretion.
A rush fee will apply for any last-minute requests or if the Client requires that their ongoing project be delivered faster than within the agreed-upon timeframe.
All expenses should be reimbursed. Those expenses will need to be pre-approved by you in writing.
Rushed, Delayed and Past Deadline Charges
We will charge a rush fee for any project that needs to meet a deadline but got delayed by no fault of ours. Said price will be equal to double (2x) our hourly rate.
For retainers or monthly paying clients with monthly allocated hours, we will deduct an additional two (2) hours from your monthly allowance.
Suppliers Costs
We will ensure that you receive the best estimates and provide you with all the original quotes from the suppliers. We shall not add any markup on said quotes, nor shall we request any commissions. All third-parties’ or suppliers’ costs shall be paid directly by you, free from our interference, except if you specifically asked us to do so, in which case, those costs will be included in the invoice, commission-free. However, an Administration Fee will be included.
Payment for Non-Cancellable Materials
Any non-cancellable materials, services, etc., we have appropriately committed ourselves to purchase for your account (either individually or as part of a plan such as modules, photography and (or) external services), shall be paid for by you by the provisions of this Agreement.
We agree to use our best efforts to minimise such liabilities immediately upon written notification from you.
We will provide written proof, upon your request, that any such materials and services are non-cancellable.
Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, you agree not to use any part of those materials until you have paid us in full.
Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness owed by you to us, we shall transfer, assign and make available to you all properties and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.
Collection Costs
If we incur legal fees, expenses and disbursements to collect our invoices, in addition to the interest on the unpaid balance, you agree to reimburse us for these expenses.
Project Restart Fee
In the event that a project is paused due to the Client’s failure to provide requested resources or respond in a timely manner, the Agency reserves the right to impose a Project Restart Fee. This fee, which may amount to up to 10% of the project’s total cost, will be applicable if the project remains dormant for over two months or if the Client exceeds the allotted time for response or resource provision and the Agency has no other alternative but to pause the project due to other commitments. See Paused Projects.
Responsibilities of The Client (You) And The Supplier (Us)
Our Responsibility for Releases
We shall obtain releases, licences, permits or other authorisations to use testimonials, copyrighted materials, photographs, artworks or any other property or rights belonging to third-parties obtained by us to perform services for you (if applicable).
Your Responsibility for Releases
You guarantee that all elements of texts, images, or other artworks you provide are either owned by your good selves or that you have permission to use them, except if it has been supplied by us.
Your Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services, which you furnish to us in writing in connection with the performance of this Agreement.
You acknowledge that you are responsible for performing the following in a reasonable and timely manner:
- Coordination of any decision-making with parties other than ourselves;
- Provision of contents in a form suitable for reproduction or incorporation into the deliverables without further preparation; such as,
- All texts are proofread and delivered in a document without any additional formatting.
- All images do not need any additional image manipulation to be used.
- It is your responsibility to know when you are requesting additional services which are out-of-scope and that all required services are well listed.
Ownership and Licences Clauses
Copyright
We will own the unique combination of these items that constitute a complete design. We will licence that right to you exclusively and in Upon receipt of your final payment, you will own the visual elements that we created for this project. We will provide you with the source files and finished work files upon request and at an additional fee. It is recommended that you keep these files in a secure location as we are not obligated to maintain a copy
Ownership & Usage
Client’s Content, including all pre-existing Trademarks and Copyright material, shall remain your sole property, and you shall be the sole owner of all rights in connection to that. You grant us a non-exclusive and non-transferable licence to use, reproduce, and modify the Client Content solely connected with our services for the deliverables production.
All third-party materials are the exclusive property of their respective owners. We shall inform you of all third-party materials required to perform the services or otherwise integrated into the project. Under such circumstances, we shall notify you of any need to licence.
Upon completion of the services and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, we shall assign to you all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by us as part of the project for use by you.
We shall co-operate with you and shall execute any additional documents reasonably requested by you to evidence all such assignments of intellectual property.
Rights of Display
We retain the right to reproduce, publish and display the final deliverables in our portfolios, websites, galleries, design periodicals and other media or exhibits, for the sole purpose of recognition of creative excellence or professional advancement, and to be credited with authorship of the final deliverables in connection with such uses. Subject to your written approval, but not required, we may include a link to your website or social network.
We agree to give you the competitive edge by displaying the portfolio only after being realised, released or launched.
Confidential Information and Non-disclosure Agreement
Non-Disclosure and Confidentiality
We acknowledge our responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary, confidential information or data developed by you on behalf of your company/agency or disclosed by you to your company/agency.
Also, each Party acknowledges that in connection with this Terms & Conditions, it may receive specific confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”).
Each Party, its agents and employees shall hold and maintain in the strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Terms & Conditions, except as may be required by a court or governmental authority.
Notwithstanding the preceding, Confidential Information shall not include any information in the public domain or becomes publicly known through no fault of the receiving Party or is otherwise adequately received from a third party without an obligation of confidentiality.
Terms for Termination
Period of Agreement and Notice of Termination
Cancellation of Plans
Termination for Cause
- Giving written notice to the other Party if the other Party is insolvent,
- Or has a petition brought by or against it under the insolvency laws of any jurisdiction,
- If the other Party makes an assignment for the benefit of creditors,
- If a trustee or similar agent is appointed on any property or business of the other Party,
- In the Client’s case, the Client materially breaches its obligations to make payment under this Agreement.
General Provisions
Entire Agreement and Waiver
Authority To Sign Representations and Warranties
Amendments to Terms and Conditions
Notice
All notices regarding the terms, contracts, invoices, changes in the scope of duties, timeline, etc., should and will be sent by email within a reasonable timeframe. All email communication will be done through and by [email protected], [email protected] or [email protected] except if we otherwise give you a notice for an address change.