Please read these Terms and Conditions (“Terms,” “Agreement”) carefully before engaging with Vigilante Marketing for any services. By accessing or using our services, you (“Client,” “You”) agree to be bound by these Terms. If you disagree with any part of the terms, you may not access or use our services.
1. Introduction
Vigilante Marketing (“Agency,” “Provider,” “We,” “Us,” or “Our”) is a marketing agency based in Kelowna, British Columbia, Canada, specializing in web design and build, digital marketing, branding, and software development services. These Terms govern the relationship between Vigilante Marketing and its Clients for the provision of these services.
2. Definitions
- “Services”: Refers collectively to all services offered by Vigilante Marketing, including but not limited to Web Design & Build, Digital Marketing, Branding, and Software Development, as detailed in a mutually agreed-upon proposal, statement of work, or service agreement.
- “Project”: Refers to the specific work undertaken by Vigilante Marketing for the Client under a defined scope of work.
- “Client Content”: Any and all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials provided by the Client to Vigilante Marketing for the purpose of fulfilling the Services.
- “Deliverables”: The specific outputs or results produced by Vigilante Marketing as part of the Services, as outlined in the Project scope.
- “Intellectual Property Rights”: Means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967.
- “Confidential Information”: As acknowledged by the Client, refers to the valuable, special, and unique asset developed by the Provider through significant investment of time, effort, and resources, which grants a significant competitive advantage.
3. Scope of Services & Project Commencement
Vigilante Marketing will provide services as outlined in a separate, mutually agreed-upon proposal, Statement of Work (SOW), or service agreement (“Service Agreement”). Any changes to the scope of work will be subject to a formal change order process as detailed in Section 8.
The Client’s approval for the commencement of any project under these terms and conditions is confirmed by signing and returning this contract.
3.1. Web Design & Development Services
The Provider offers comprehensive website design and development services. This includes the conceptualization, design, development, and deployment of websites.
- The project proposal will define the scope of work, including the number of revisions provided.
- Any additional revisions or changes beyond the agreed scope will incur additional charges at the Provider’s standard hourly rate.
- A final review with the Client will be conducted before the official launch of the website.
3.2. Digital Marketing Services (Marketing Retainer)
The Provider offers a marketing retainer service, providing ongoing support in various marketing activities as per the agreed terms.
- The specific services included in the marketing retainer, such as social media management, content creation, digital advertising, and others, will be detailed in the respective agreement.
- It is critical for Clients to submit any requests for revisions to marketing assets within 48 hours of receiving them for review. Failure to provide revision requests within this period will result in the assets being considered approved and scheduled for release as planned.
3.3. Branding Services
Specific features, functionalities, platforms (e.g., WordPress), and number of revisions will be detailed in the Service Agreement.
3.4. Software Development Services
Specific features, functionalities, platforms (e.g., WordPress), and number of revisions will be detailed in the Service Agreement.
3.5. WordPress Support
The Provider offers a monthly retainer service for WordPress support, which includes 1 hour per month dedicated to maintaining and optimizing the Client’s website. This service encompasses tasks such as software updates, security monitoring, content updates, and performance optimization.
- Additional WordPress support work required beyond the included 1 hour will be billed at the Provider’s standard hourly rate.
- The specific scope and terms of the WordPress support services will be detailed in the individual service agreement with each Client.
3.6. Hourly Work (Design and Development)
The Provider offers design and development services on an hourly basis, with all hours worked calculated and invoiced at the end of each month, regardless of the project’s completion status.
- The Client will be informed of the estimated hours required for a task or project prior to its commencement.
- Hourly rates apply to any additional services requested outside the scope of a fixed-price project or retainer agreement.
4. Client Responsibilities
The Client agrees to:
- Provide all necessary login details, images, logos, written content, and any other requested information in a timely fashion to facilitate project progress. Delays in providing required items may impact project timelines.
- Review any work within two business days of a review request by the Provider. Failure to provide timely feedback will result in the extension of any previously agreed-upon timelines or a pause in the project.
- Ensure that all Client Content provided to Vigilante Marketing does not infringe upon the intellectual property rights or other rights of any third party.
- Comply with all applicable laws and regulations.
- Appoint a single point of contact for the Project to facilitate efficient communication.
5. Responsibilities of the Provider
- The Provider commits to delivering services to the best of its abilities, adhering to high standards of diligence, good faith, honesty, and ethical conduct.
- The Provider will avoid any actions or omissions that constitute a conflict of interest or the taking of a corporate opportunity of the Provider.
- The Provider is responsible for meeting its equipment, technological, and staffing needs to competently provide the services, unless otherwise agreed upon.
- The Provider will comply with all applicable laws and regulations.
6. Payment Terms
- Fees: The Provider shall issue invoices for services rendered on a monthly basis, unless an alternate billing schedule is mutually agreed upon by both parties. The standard hourly rate for services provided by the Provider is set at $100/hour.
- Payment Methods: Accepted methods of payment include cheques, e-transfers, or credit cards.
- Payment Schedule: Invoices are payable within fifteen (15) days of receipt, a period referred to as Net 15.
- Non-Refundable Payments: All payments made to the Provider are non-refundable and signify the Client’s acceptance of these terms and conditions.
- Credit Card Authorization: In the event that an invoice remains unpaid at the end of the Net 15 period, and the Client has a credit card on file, the Client hereby authorizes the Provider to attempt to charge the outstanding invoice amount to the credit card on file. This authorization will remain in effect unless and until explicitly revoked by the Client in writing.
- Late Payments:
- A monthly service charge of 2% is applicable to all amounts overdue by 30 days or more.
- Payments received will be applied first to late payments and then to the unpaid balance.
- The Client shall be responsible for all costs incurred by the Provider, including legal fees, in the collection of late payments.
- The Provider reserves the right to withhold delivery of current work if accounts are not current or if overdue invoices are not paid in full.
- All transfers of any license to use or ownership of intellectual property rights under this Agreement are conditioned upon full payment, including all outstanding additional costs, expenses, fees, or other charges.
- Taxes: All fees are exclusive of applicable taxes (e.g., GST/HST), which will be added to invoices where required by law.
7. Disbursements
The Provider is authorized to make purchases on behalf of the Client as necessary for the completion of projects, subject to the Client’s prior approval.
- Such disbursements may include, but are not limited to, costs for printing, stock photography, hosting services, custom photography, media purchases, code libraries, website tools, and functionalities.
- All disbursements made on behalf of the Client will be itemized and detailed on the monthly billing invoices.
8. Revisions & Scope Changes
- Revisions: The number of design revisions, content edits, or development cycles included in a Project will be specified in the Service Agreement. Any additional revisions or changes beyond the agreed scope will incur additional charges at the Provider’s standard hourly rate.
- Scope Changes (Change Orders): Any request by the Client to change the scope of Services after the Service Agreement has been signed must be submitted in writing. Vigilante Marketing will provide a written Change Order detailing the impact on timelines, deliverables, and cost. Work on the revised scope will only commence upon mutual written agreement and acceptance of the Change Order by both parties.
- Approvals: The Client is responsible for the final approval of proofs, ensuring accuracy in proofreading, and identifying any errors.
9. Intellectual Property Rights & Promotion
- Client Content: The Client shall indemnify and defend the Provider against any and all claims, expenses, and liabilities arising from any infringement related to the use of Client Content. The Client retains full ownership of all Client Content provided to Vigilante Marketing. The Client grants Vigilante Marketing a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, and display the Client Content solely for the purpose of providing the Services.
- Agency Work Product (Deliverables): All content and copyrights created by the Provider remain the property of the Provider unless expressly transferred through written agreement. The Provider grants the Client a license to use the Work Product, while retaining the right to keep copies of any files, images, designs, or content for backup purposes and for future work related to the Client.
- Credit/Portfolio Use: The Provider retains the right to reproduce, publish, and display the Deliverables in the Provider’s portfolios, websites, galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement. The Provider is entitled to credit for authorship of the Deliverables in connection with such uses.
- Website Footer Credit: The Client agrees to permit the Provider to place a credit and link in the footer of the Client’s website, indicating the Provider’s contribution, if the Provider is the producer in full or part of the website.
10. Protection of Confidential Information
The Client acknowledges the significant investment of time, effort, and resources by the Provider in developing the Confidential Information, which is a valuable, special, and unique asset, granting a significant competitive advantage. The Client agrees to keep this information confidential and not to disclose it to any third party without prior written consent from the Provider.
11. Liabilities and Warranty
- Services and/or products provided by the Provider are offered on an “as is” basis, without any kind of warranty, either expressed or implied. The Provider expressly disclaims any liability for the proper performance of services and does not guarantee any specific outcomes, including rankings, increased traffic, or revenue.
- The Provider shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, even if aware of the possibility of such damages.
- Third-Party Use Indemnification: The Client agrees to indemnify and hold harmless the Provider against any liability, loss, or damages arising from the services’ usage by an end user of the Client or due to the actions of any third party that affect the services, including those under the Client’s direction.
- The Client agrees to indemnify, defend, and hold harmless the Provider from any third-party claims, liabilities, costs, and expenses related to the use of services or breach of this Agreement.
11.1. Warranty Period (Website Design & Development)
- The Provider offers a warranty for the website up to ninety (90) days post-launch covering errors made by the Provider or omissions from the agreed scope of work.
- The warranty does not cover changes made post-launch, including but not limited to software updates, third-party interventions, client modifications, data corruption, or hosting issues.
- Requests for additional support post-warranty will be billed on a time and materials basis at the Provider’s standard hourly rate.
12. Uncontrollable Events (Force Majeure)
Neither party is liable for delays or failures in performance due to events beyond their reasonable control, including but not limited to changes by third parties that influence contract outcomes. The affected party shall provide prompt notice to the other and use best efforts to resume performance as soon as possible.
13. Termination of Services
- Cancellations by Client: Once the Provider begins work on a project, no refunds will be given for any payments made.
- Termination Fees: In the event of termination, the Client shall pay for all services performed up to the date of termination and all incurred expenses.
- Termination by Either Party: Either party may cancel this Agreement with thirty (30) days’ written notice.
- Non-Payment as Breach: Nonpayment by the Client will be considered a breach of this Agreement, allowing the Provider to demand due amounts within thirty (30) days.
- Effect of Termination: Upon termination, your right to use the Services will immediately cease. All outstanding invoices become immediately due and payable. Vigilante Marketing will cooperate in transferring Client Content and deliverables upon full settlement of all outstanding balances, conditioned upon full payment of all amounts, including all outstanding additional costs, expenses, fees, or other charges.
14. Dispute Resolution
- Parties agree to attempt to resolve any dispute through negotiation.
- If litigation is necessary, parties consent to the jurisdiction of courts located in British Columbia.
- The prevailing party in any dispute resolved by binding arbitration or litigation is entitled to recover its attorney’s fees and costs.
15. Governing Law & Jurisdiction
This Agreement is governed by the laws of the Province of British Columbia. In any legal disputes arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs. You agree to submit to the exclusive jurisdiction of the courts located in Kelowna, British Columbia, Canada, for the resolution of any disputes.
16. General Provisions
- Waiver: No waiver of any breach of this Agreement shall be considered a waiver of any previous or subsequent breach.
- Modifications: Modifications to this Agreement must be in writing and signed by both parties. Amendments to the scope of work must be explicitly acknowledged in writing.
- Acceptance of Terms: By engaging Vigilante Marketing for Services, making a payment, or signing a Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
- Changes to Terms: Vigilante Marketing reserves the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [e.g., 30] days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Services after those revisions become effective, you agree to be bound by the revised terms.
18. Agreement and Signatures
By engaging Vigilante Marketing for Services, making a payment, or signing a Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.