These Terms and Conditions govern the relationship between Vantura and its clients. They apply from the moment you engage us, sign a Statement of Work, or use our website. Because our work includes sending marketing communications and handling contact data on your behalf, several provisions place clear obligations on you, and we ask that you read them carefully. By proceeding, you agree to be bound by these Terms.
A. Agreement to These Terms
These Terms constitute the agreement between Vantura (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work and our Privacy Policy. Where a Statement of Work and these Terms conflict on a specific project matter, the Statement of Work governs that matter. You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement.
B. Definitions
For the purposes of these Terms:
- “Services” means our marketing technology consulting, including strategy, platform development, integration, campaign automation, migration, training, and managed support.
- “Platform” means any third-party marketing, email, advertising, or analytics tool in which we work on your behalf, such as HubSpot, Marketo, Mailchimp, Klaviyo, or ActiveCampaign.
- “Statement of Work” or “SOW” means the signed brief setting out the scope, deliverables, timing, and price for a project.
- “Deliverables” means the landing pages, email templates, campaign workflows, automations, scoring models, integrations, reports, and documentation we produce.
- “Marketing Data” means the contact lists, subscriber records, and audience data you provide to us or that we process through a Platform on your behalf.
- “Media Spend” means amounts paid to advertising platforms to place or promote your campaigns.
- “Confidential Information” means non-public information disclosed by either party, including business plans, pricing, audience data, and internal processes.
C. Marketing Services We Provide
Our work covers marketing strategy and planning, platform development, tool integration, campaign automation, data migration, and managed support. The precise scope for your project is set out in the SOW. We determine the methods and tools used to perform the work, in accordance with sound professional practice, unless the SOW provides otherwise. We may engage specialist subcontractors where a project requires it, and where we do so, we remain responsible for the work and bind those subcontractors to the same confidentiality and data protection obligations we owe to you.
D. Engagements and Scope of Work
Every engagement proceeds under a SOW, which sets out the deliverables, milestones, price, and acceptance criteria. Any item not specified in the SOW falls outside the project. Work outside the agreed scope constitutes additional scope, requires written agreement, and may affect both cost and timing. Where changes are required, they are recorded in writing and approved before we act on them.
E. Your Responsibilities
The success of a marketing engagement depends materially on your participation. You agree to:
- Provide the access we require to your Platforms, including administrative credentials where the work demands them.
- Supply accurate brand assets, content, and data in a timely manner.
- Designate a single decision-maker authorized to approve campaigns and respond to queries promptly.
- Review each Deliverable within the period specified in the SOW or, failing that, within ten business days.
- Maintain the licences and seats your team requires on the Platforms we configure.
Where information or approvals are provided late, incomplete, or inaccurate, timelines may be extended and costs may increase. We are not liable for any deficiency arising from such information.
F. Marketing Data and Consent
You are responsible for the lawfulness of the Marketing Data you provide to us. You represent and warrant that every contact in any list you supply has been collected in accordance with applicable law and that you hold a valid lawful basis, including consent where required, to market to those contacts. You further warrant that no contact appears on a list you are legally required to suppress.
We process Marketing Data solely to deliver the Services and on your instructions. We do not use your contact lists for our own purposes, and we do not share them with any other client. We rely on your warranties as to the provenance of this data and are not responsible for verifying how it was obtained.
G. Email Deliverability and Anti-Spam Compliance
Where we build or send email campaigns on your behalf, you remain responsible for compliance with anti-spam and electronic marketing law, which may include the CAN-SPAM Act, Canada’s Anti-Spam Legislation, and the GDPR and ePrivacy rules, depending on the location of your recipients. Every campaign must include a functioning unsubscribe mechanism and accurate sender identification, and you must honor opt-out requests promptly.
Email deliverability depends on factors largely within your control, including the quality of your list, the reputation of your sending domain, and the content of your messages. For that reason, we do not warrant any particular inbox-placement rate, open rate, or deliverability outcome. We are not liable for the suspension of a sending account, domain blacklisting, or deliverability harm resulting from your list quality, content, or sending practices.
H. Advertising and Media Spend
Unless your SOW states otherwise, our fees do not include Media Spend. Amounts paid to advertising platforms are your responsibility and are billed to your own accounts. You retain ownership of your advertising accounts, audiences, and pixels, and you are responsible for maintaining them after the engagement ends.
You are solely responsible for the truthfulness and legal compliance of the claims, offers, and creative used in your campaigns. We are not liable for any penalty, account suspension, or claim arising from the content of your advertising or from a breach of an advertising platform’s policies. Advertising platforms set their own approval rules and may reject or remove campaigns without reference to us.
I. Creative, Content, and Intellectual Property
Our frameworks, configuration patterns, and methods remain our exclusive property and are not transferred to you. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables within your business. Your brand assets and any materials you provide remain yours, and you grant us a limited licence to use them solely to perform the Services.
Where a Deliverable incorporates third-party assets such as stock imagery, fonts, or licensed templates, your right to use those assets is subject to the terms of the applicable third-party licence, and you are responsible for any ongoing licence fees after handover. We may reference the project in anonymized form for our portfolio unless you instruct us otherwise in writing.
J. Confidentiality and Data Protection
Each party shall protect the other’s Confidential Information and use it only for the purposes of the project. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any trade secret.
Where we process personal data on your behalf, we act as your processor and handle that data in accordance with applicable data protection law, including the GDPR and the CCPA where they apply. You act as the controller and remain responsible for obtaining all necessary consents and notices. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
K. Fees and Payment
Fees and Invoicing
Fees are set out in the SOW or invoice prior to the commencement of work. Additional scope is quoted separately and provided before such work begins. Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise, and any deposit, where it applies, is non-refundable.
Late Payment and Refunds
Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend work, including the operation of live campaigns, on any account more than fifteen days past due, and such suspension does not discharge amounts already owed. Payments are non-refundable once work has commenced. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
L. Revisions and Acceptance
Each Deliverable includes up to two rounds of revision at no additional charge unless the SOW specifies otherwise. Revision requests must be submitted in writing and must clearly identify the changes sought. Additional rounds are billed at our standard hourly rate. If you provide no written feedback within ten business days of delivery, the Deliverable is deemed accepted.
M. Performance Disclaimer
Our role is to build and operate the systems that support more effective marketing. We make no guarantee as to leads, conversions, revenue, return on ad spend, deliverability, or any other marketing outcome. Such results depend on your product, pricing, offer, market conditions, creative, and numerous factors outside our control. Any figures, benchmarks, or examples we provide are illustrative only and do not constitute a commitment.
N. Limitation of Liability and Warranties
Our website and any digital resources we provide are offered on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid. Media Spend is excluded from this calculation. We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of revenue, loss or corruption of data, business interruption, or reputational harm, even if advised of the possibility of such loss. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
O. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, the Marketing Data or content you provide, the claims made in your campaigns, your breach of anti-spam or advertising law, your breach of these Terms, or any infringement of third-party rights by materials you supply.
P. Term and Termination
Term and Termination Rights
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier. Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all completed work and committed costs, including any non-cancellable Media Spend. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade.
Effect of Termination
On termination, you remain responsible for the ongoing operation of your Platforms and campaigns. We will, at your written request made within thirty days of termination, provide a reasonable handover of the Deliverables and any Marketing Data in our possession, save where retention is required by law. The provisions relating to intellectual property, confidentiality, data protection, liability, indemnification, and dispute resolution survive termination.
Q. General Provisions
Non-Solicitation and Independent Contractor Status
For twelve months following the end of a project, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. We act as an independent contractor, and nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the marketing platforms on which we rely.
Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
Miscellaneous
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
R. Contact Us
For any question concerning these Terms, please contact us:
Email: [email protected]
Website: vanturamarketing.com