Terms and Conditions

1. Introduction

These Terms and Conditions govern the provision of advertising, marketing, and related services by VECTRISE LTD ("we", "us", "our") to our clients ("you", "your"). VECTRISE LTD is a company registered in England and Wales under company number 17219746, with its registered office at 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom.

By engaging our services, requesting a proposal, or signing a service agreement, you agree to be bound by these terms. If you do not agree, please do not use our services.

2. Services

VECTRISE LTD provides advertising, digital marketing, brand strategy, creative production, media buying, analytics, SEO, and related consultancy services. The specific scope, deliverables, timelines, and fees for each engagement are set out in a separate written proposal or service agreement ("Project Agreement").

We reserve the right to refuse service to any party for any reason not prohibited by law.

3. Client Obligations

You agree to:

• Provide accurate, complete, and timely information, materials, and approvals necessary for us to perform the services.
• Ensure you have all necessary rights, licences, and permissions for any content, assets, or data you provide to us.
• Cooperate with us in good faith and respond to requests within reasonable timeframes.
• Designate a primary point of contact with authority to make decisions on your behalf.

Delays caused by your failure to meet these obligations may result in adjusted timelines and additional charges.

4. Fees and Payment

Fees are specified in the Project Agreement. Unless otherwise agreed:

• Project fees are quoted in GBP (£) and are exclusive of VAT, which will be added at the prevailing rate where applicable.
• A deposit of up to 50% may be required before work commences.
• Media spend (advertising budgets placed with third-party platforms) is payable in advance and is separate from our service fees.
• Invoices are due within 14 days of the invoice date unless otherwise stated.
• Late payments may incur interest at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5. Intellectual Property

Upon full and final payment of all fees, ownership of final deliverables created specifically for you under a Project Agreement transfers to you. We retain ownership of all underlying methodologies, tools, templates, and pre-existing intellectual property.

We reserve the right to display completed work in our portfolio, on our website, and in marketing materials unless expressly prohibited in writing by you.

You grant us a limited licence to use your trademarks, logos, and brand materials solely for the purpose of performing the agreed services.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement, except where disclosure is required by law or with the other party's prior written consent. This obligation survives termination of our engagement for a period of 3 years.

7. Limitation of Liability

To the fullest extent permitted by applicable law, VECTRISE LTD's total liability arising out of or in connection with our services shall not exceed the total fees paid by you to us in the 12 months preceding the claim.

We shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law.

8. Third-Party Platforms and Advertising

Where our services involve advertising on third-party platforms (e.g., Google, Meta, TikTok, LinkedIn), those platforms' terms of service and policies apply. We do not guarantee specific results, reach, impressions, clicks, conversions, or return on ad spend (ROAS), as these depend on factors outside our control, including platform algorithms, audience behaviour, and market conditions.

We act as an agent on your behalf for media buying. You are responsible for complying with each platform's advertising policies and for ensuring your ads and landing pages meet legal and regulatory requirements.

9. Term and Termination

Either party may terminate a Project Agreement by giving 30 days' written notice. We may terminate immediately if you breach these terms and fail to remedy the breach within 14 days of written notice.

Upon termination, you remain liable for all fees incurred up to the termination date and for any non-cancellable media commitments already placed.

10. Data Protection

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our use of personal data is governed by our Privacy Policy. Where we process personal data on your behalf, we act as a data processor and will enter into a data processing agreement where required by law.

11. Governing Law and Jurisdiction

These Terms and Conditions and any disputes arising from them are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute.

12. General

If any provision of these terms is found to be unenforceable, the remaining provisions shall continue in full force. No waiver of any breach shall constitute a waiver of any other breach. These terms constitute the entire agreement between you and VECTRISE LTD regarding the subject matter and supersede all prior agreements.

13. Contact

For questions about these Terms and Conditions, please contact us:

• Email: hello@vectrise.co.uk
• Address: 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom
• Company number: 17219746