Vivid Creative Services – Professional Services Terms & Conditions
Effective Date: January 1, 2025
Introduction
Vivid Creative Services (VCS) provides consulting, Fractional CMO, Strategic Marketing Partner, Strategic Growth Partner, and related professional services.
These Professional Services Terms & Conditions apply to all such services unless superseded by a signed Client Service Agreement.
1. Scope of Services
Services are advisory in nature unless otherwise stated in writing.
Specific deliverables, timelines, pricing, and service details will be defined in a proposal, statement of work, or Client Service Agreement.
2. Client Responsibilities
The Client agrees to:
- Provide timely access to necessary information, personnel, and resources
- Review and approve deliverables within agreed timelines
- Designate a primary point of contact
- Retain responsibility for all final business and implementation decisions
3. Fees, Payments & Retainers
Deposits or retainers may be required prior to the commencement of services.
Invoices are due within fifteen (15) days of issuance unless otherwise stated in writing.
Late payments may incur a finance charge of 1.5% per month (or the maximum rate allowed by law). Returned checks or failed payments may result in additional fees.
Retainers renew on a month-to-month basis unless terminated in accordance with Section 8.
4. Expenses
Pre-approved out-of-pocket expenses incurred on behalf of the Client will be billed separately.
Receipts or documentation will be provided upon reasonable request.
5. Independent Contractor Relationship
Vivid Creative Services acts as an independent contractor and not as an employee, partner, joint venture participant, or agent of the Client, unless expressly stated in a signed Client Service Agreement.
VCS retains sole control over its methods, personnel, tools, schedules, and operations. Nothing in these Terms shall be construed to create an employment, partnership, or agency relationship.
6. Confidentiality
Both parties agree to maintain the confidentiality of non-public, proprietary, or confidential information disclosed during the engagement.
VCS will not disclose such information outside the scope of this Agreement except as required by law.
Clients agree to protect VCS proprietary processes, templates, methodologies, and intellectual property.
Confidentiality obligations survive termination of the engagement.
7. Intellectual Property
Unless otherwise agreed in writing:
- All pre-existing materials, methodologies, templates, tools, and frameworks developed by VCS remain the exclusive property of VCS.
- The Client receives a non-exclusive, royalty-free license to use deliverables created specifically for their project for internal business purposes during the engagement.
- VCS may reuse non-confidential concepts, strategies, and design elements in future work.
- Client-provided materials remain the property of the Client.
- Ownership of custom creative assets (such as logos, graphics, or branded designs) will be specified in the applicable proposal or addendum.
8. Termination & Cancellation
Either party may terminate services in accordance with the minimum written notice requirements specified in the applicable Client Service Agreement.
Upon termination:
- The Client is responsible for payment of all services performed through the termination date.
- Deposits or retainers applied to work already performed are non-refundable.
- VCS will deliver completed or in-progress materials, as applicable, upon receipt of final payment.
VCS reserves the right to terminate services immediately for breach, non-payment, or unethical or unlawful conduct.
9. Limitation of Liability
To the fullest extent permitted by law, Vivid Creative Services shall not be liable for any indirect, incidental, special, or consequential damages.
Total liability for any claim shall be limited to the fees paid for the specific engagement giving rise to the claim.
10. Non-Solicitation
During the engagement and for twelve (12) months thereafter, the Client agrees not to solicit or hire any VCS personnel directly involved in the project without prior written consent from VCS.
11. Dispute Resolution
The parties agree to attempt to resolve disputes through good-faith negotiation.
If unresolved, disputes may proceed to mediation or arbitration prior to court action.
VCS reserves the right to pursue court action for collection of overdue invoices.
12. Governing Law
These Professional Services Terms & Conditions are governed by the laws of the State of Missouri. Venue for any dispute shall be in the state or federal courts located in Jackson County, Missouri.
13. Entire Agreement
These Terms, together with any signed proposal or Client Service Agreement, constitute the entire agreement between the parties.
Any modifications must be made in writing and signed by both parties.
14. Notice to Non-U.S. Clients
Professional services are designed primarily for U.S.-based clients. Non-U.S. clients assume responsibility for compliance with local laws and regulations and agree to jurisdiction in Missouri.
15. Contact
info@vcsbrand.com | Vivid Creative Services (VCS)