1. Introduction
These General Terms and Conditions apply to all services provided by Vibur CreativeConsultancy Limited, trading as Vibur Studio (“Vibur Studio”,“we”, “us”, or “our”), unless a separate writtenagreement expressly states otherwise.
By engaging ViburStudio, the client (“Client”, “you”, or “your”) agrees tothese Terms and Conditions.
These Terms areintended to apply generally across our projects, retainers, advisoryengagements, outsourced creative support, digital services, andrelated professional services.
Where a proposal,order form, quotation, statement of work, invoice, or other writtendocument contains specific commercial terms, those specific termswill apply to that engagement. These General Terms and Conditionswill continue to apply to all matters not expressly varied.

2. Definitions
For purposes ofthese Terms:
Additional Costsmeans third-party or pass-through costs approved by the Client,including licences, hosting, domains, printing, production, paidmedia spend, specialist tools, travel, and similar external expenses.
Client Materialsmeans information, copy, data, images, credentials, approvals, brandassets, access details, and other materials supplied by or on behalfof the Client.
ConfidentialInformation means non-public information disclosed by one party tothe other, whether written, oral, visual, digital, or inferred fromaccess, including strategies, pricing, briefs, concepts, work inprogress, systems, trade secrets, personal data, and sourcematerials.
Deliverables meansthe final outputs expressly identified for delivery in a proposal,order form, statement of work, invoice, or approved change request.
Fees means allcharges payable for the services, including project fees, retainerfees, milestone fees, hourly fees, advisory fees, and approvedAdditional Costs.
IntellectualProperty Rights means copyright, trademarks, design rights, databaserights, patents, trade secrets, know-how, and similar rights, whetherregistered or unregistered.
Order Form means aproposal, quotation, statement of work, service order, invoice, emailinstruction, or other written document that confirms the scope, fees,timeline, deliverables, or commercial terms of an engagement.
Services meansbranding, design, marketing, digital, editorial, advisory, support,creative, visual communication, and related professional servicesprovided by Vibur Studio.
Working Day means aday other than a Saturday, Sunday, or public holiday in Kenya.

3. Services andEngagement Models
Vibur Studio mayprovide services through one or more of the following engagementmodels:
a. project-basedengagements for defined deliverables, timelines, scope, and fixed ormilestone-based fees;
b. retainers ordedicated support arrangements, including outsourced creative,marketing, design, editorial, or digital support;
c. strategy,advisory, audit, workshop, or consultation-based engagements;
d. ongoing support,maintenance, content, campaign, design, or communication services;and
e. any other servicemodel agreed in writing.
Each engagementshould, where applicable, identify the objective, scope,deliverables, service period, fees, payment schedule, revisionallowance, dependencies, exclusions, and any special confidentiality,portfolio, or data-processing requirements.
If there is anyinconsistency between these Terms and a specific Order Form, theOrder Form will prevail only on the specific commercial or scopepoint it expressly changes. These Terms will continue to apply in allother respects.

4. Scope of Work
Vibur Studio willprovide the Services with reasonable care, skill, and professionaldiligence.
Unless otherwiseagreed, our standard working process may include discovery, strategy,concept development, execution, review, refinement, and deliverysupport.
Only items expresslyincluded in the relevant Order Form are included in scope. Anyadditional work, new deliverables, change in direction, expandedrequirements, rush work, or material variation to the agreed scopemay require a revised quote, additional fee, or written changeapproval.
Verbal requests orinformal discussions do not amend the agreed scope unless confirmedin writing.

5. ClientResponsibilities
The Client isresponsible for providing accurate instructions, timely feedback,approvals, access credentials, decision-makers, consolidatedcomments, and all Client Materials reasonably required for theServices.
The Client confirmsthat it owns or has sufficient rights to all Client Materialsprovided to Vibur Studio and that our authorized use of thosematerials will not infringe third-party rights or violate applicablelaw.
Delays caused by theClient, its stakeholders, third-party vendors, late feedback, lateapprovals, missing materials, or lack of access may extend projecttimelines by a reasonable period.

6. Fees, Invoicing,and Payment
Fees will be statedin the applicable Order Form, proposal, invoice, or writtenagreement.
Unless statedotherwise:
a. project-basedwork may require a non-refundable commencement deposit before workbegins;
b. final files,source files, or final approved deliverables may be withheld untilall outstanding amounts are paid;
c. retainers andrecurring support services are invoiced in advance;
d. advisorysessions, workshops, audits, and consultations may be payable inadvance or immediately after delivery; and
e. invoices arepayable within the period stated on the invoice, or within sevenWorking Days where no period is stated.
Fees are exclusiveof VAT, withholding tax, bank charges, transaction costs, currencyconversion charges, and other taxes or deductions unless expresslystated otherwise.
The Client isresponsible for any required withholding tax documentation. Wherewithholding tax applies, the Client must promptly provide theofficial certificate or proof required by law.
If any amountremains unpaid after the due date, Vibur Studio may pause work,withhold deliverables, suspend access, defer meetings, or stopfurther services until payment is received.
Vibur Studio maycharge interest on overdue amounts at the rate stated in the relevantOrder Form or invoice, or where no rate is stated, at a reasonablecommercial rate permitted by law.

7. Additional Costs
Additional Costs mayinclude third-party costs such as hosting, domains, licences, fonts,stock images, paid media, printing, photography, videography,software, specialist tools, travel, production costs, andsubcontracted specialist services.
Vibur Studio willnot intentionally incur material Additional Costs without priorClient approval, unless the cost is necessary to avoid imminentservice interruption, security risk, or project disruption and theClient cannot reasonably be reached.
Approved AdditionalCosts may be invoiced at cost or on the basis stated in the relevantOrder Form.

8. Revisions andApprovals
Unless otherwisestated in the relevant Order Form, each identified deliverableincludes up to three structured rounds of revisions.
A revision roundmeans one consolidated set of feedback on a specific deliverable,provided within the agreed review period. Fragmented, repeated,contradictory, or piecemeal comments may be treated as one revisionround or as additional billable revision time.
Minor refinementswithin the approved direction are treated as revisions. A materialchange to the approved brief, strategy, concept, direction, or scopeis treated as a scope change and may attract additional fees.
If the Client doesnot provide feedback, approval, or rejection within the stated reviewperiod, or within five Working Days where no period is stated, therelevant deliverable may be treated as approved for purposes ofproject progression, invoicing, and timeline continuity, providedVibur Studio has clearly requested a decision.

9. Change Requests
Any material changeto scope, deliverables, timeline, assumptions, fees, or requirementsmay require a written change approval.
Vibur Studio mayprovide a revised estimate, additional fee, adjusted timeline, orupdated Order Form before proceeding with the change.
Additional revisionrounds, out-of-hours work, urgent turnaround, expanded deliverables,or work outside scope may be billed at the rate stated in the OrderForm or, where no rate is stated, at Vibur Studio’s then-currentstandard rate.

10. Subcontractorsand Specialist Collaborators
Vibur Studio may useemployees, contractors, freelancers, vendors, or specialistcollaborators to deliver parts of the Services.
Where subcontractorsor collaborators are used, Vibur Studio remains responsible formanaging the work and will take reasonable steps to ensure thatrelevant confidentiality obligations apply.

11. IntellectualProperty
Subject to full andcleared payment of all applicable Fees and approved costs, the Clientwill own the Intellectual Property Rights in the final Deliverablescreated specifically and exclusively for the Client under therelevant engagement, except for Excluded Materials.
Excluded Materialsremain the property of Vibur Studio or its licensors. These includepre-existing tools, methods, templates, design systems, codelibraries, processes, generic know-how, proposals, pitch materials,unused concepts, drafts, working files, work-in-progress files, andthird-party materials licensed rather than assigned.
Where ExcludedMaterials are embedded in final Deliverables and are necessary forthe Client’s use of those Deliverables, Vibur Studio grants theClient a non-exclusive, perpetual, royalty-free licence to use thoseembedded materials solely as part of the final Deliverables.
The Client grantsVibur Studio a non-exclusive licence to use Client Materials solelyfor the purpose of providing the Services.
Unless expresslyagreed otherwise, ownership of unused concepts, rejected directions,draft work, internal files, strategy notes, working files, and sourcematerials not included in the final Deliverables remains with ViburStudio.

12. Portfolio andPublicity Rights
Unless the Clientexpressly prohibits this in writing, Vibur Studio may displaycompleted work, the Client’s name and logo, and a factualdescription of the engagement in its portfolio, website, socialmedia, proposals, pitches, awards submissions, case studies, andmarketing materials.
Where work isconfidential, embargoed, or should be shown anonymously, the Clientmust notify Vibur Studio in writing before the engagement begins orbefore public use.
Vibur Studio willnot knowingly publish confidential or non-public Client informationwithout permission.

13. Confidentiality
Each party must keepthe other party’s Confidential Information confidential and use itonly for purposes related to the engagement.
ConfidentialInformation may only be disclosed to employees, contractors,advisers, affiliates, or representatives who have a genuine need toknow and who are bound by appropriate confidentiality obligations.
Confidentialityobligations do not apply to information that:
a. becomes publicthrough no fault of the receiving party;
b. was alreadylawfully known without a duty of confidence;
c. is lawfullyreceived from a third party without restriction; or
d. is independentlydeveloped without use of the Confidential Information.
A party may discloseConfidential Information where required by law, court order, orregulatory process, provided that, where legally permitted, it givesprompt notice and reasonable cooperation to the other party.
Confidentialityobligations survive termination or completion of the relevantengagement.

14.Non-Solicitation and Non-Circumvention
During an engagementand for twelve months after it ends, neither party may knowinglysolicit for employment any employee or contractor of the other partywho was directly involved in that engagement, except through generalrecruitment not targeted at that individual.
For two years froman introduction made in connection with the Services, neither partymay knowingly use Confidential Information to circumvent the otherparty in relation to that introduced opportunity or introduced thirdparty.

15. Data Protection
Each party mustcomply with applicable data protection laws, including the Kenya DataProtection Act, 2019, to the extent applicable.
Unless otherwiseagreed, each party acts as an independent controller of personal datait handles for its own purposes.
Where Vibur Studioprocesses personal data solely on behalf of the Client, the partiesmay agree additional data processing terms. Pending such terms, ViburStudio will apply reasonable technical and organizational measuresappropriate to the nature of the data and Services.
The Client isresponsible for ensuring that it has the lawful basis, notices,consents, permissions, and instructions required for any personaldata included in Client Materials.

16. Warranties andDisclaimers
Each party confirmsthat it has authority to enter into the relevant engagement andperform its obligations.
Vibur Studio willprovide the Services with reasonable care, skill, and professionaldiligence.
However, ViburStudio does not guarantee any specific sales, profit, fundraisingoutcome, ranking, traffic level, audience growth, conversion rate,media result, brand perception, or other commercial result. Suchoutcomes may depend on market conditions, third-party platforms,Client actions, audience behaviour, and other factors outside ViburStudio’s control.

17. Liability
Nothing in theseTerms excludes liability for fraud, fraudulent misrepresentation,death or personal injury caused by negligence, or any liability thatcannot lawfully be excluded or limited.
Subject to theabove, Vibur Studio’s total aggregate liability arising out of orin connection with an engagement will not exceed the total Feesactually paid or payable under the relevant engagement during thetwelve months preceding the event giving rise to the claim.
Neither party willbe liable to the other for indirect, consequential, special,punitive, or exemplary loss, or for loss of profit, revenue,opportunity, reputation, anticipated savings, or data, except thatthis does not prevent recovery of direct amounts properly due underthese Terms.

18. Indemnity
The Client agrees toindemnify Vibur Studio against third-party claims, losses,liabilities, costs, and expenses arising from Client Materials,Client instructions, Client-supplied content, or Client-approved useof materials that infringe rights, breach law, or violate third-partyobligations, except to the extent caused by Vibur Studio’sunauthorized modification or misuse.

19. Termination
A project-basedengagement ends when the final Deliverables have been accepted ordeemed accepted, all due amounts are paid, and any applicablehandover steps have been completed.
A retainer orrecurring support arrangement continues for the minimum period statedin the relevant Order Form and then, unless otherwise stated,continues monthly until either party gives the required writtennotice.
Either party mayterminate an engagement if the other party commits a material breachand fails to remedy it within fourteen Working Days after writtennotice, or becomes insolvent, enters liquidation or administration,or ceases substantial business operations.
If the Clientterminates an engagement after work has started, the Client remainsresponsible for work performed, commitments incurred, approved costs,and any applicable non-refundable deposit or kill fee.

20. Handover andClosure
Upon completion ortermination, and subject to payment of all amounts due, Vibur Studiowill provide the applicable final Deliverables and completereasonable handover steps relevant to the engagement.
Handover may includefile packaging, source file release, workspace transfer, accessrevocation, platform transfer, or other closure actions agreed inwriting.
Vibur Studio is notrequired to release final files, source files, editable files,credentials, or transferred assets while amounts remain unpaid.

21. Force Majeure
Neither party willbe liable for delay or failure to perform caused by events beyond itsreasonable control, including natural disasters, internet or poweroutages, platform failures, strikes, civil unrest, war, governmentaction, epidemics, pandemics, or other events outside reasonablecontrol.
The affected partymust notify the other party promptly and take reasonable steps toreduce the impact.
22. Relationship ofthe Parties
The parties areindependent contractors. Nothing in these Terms creates apartnership, employment relationship, fiduciary relationship,franchise, joint venture, or agency relationship.

23. Assignment
The Client may notassign or transfer its rights or obligations under an engagementwithout Vibur Studio’s prior written consent, not to beunreasonably withheld.
Vibur Studio mayassign or transfer its rights or obligations to an affiliate,successor, or purchaser in connection with a bona fidereorganization, merger, acquisition, or business transfer.

24. Notices
Formal notices mustbe sent to the email address or contact details used for the relevantengagement, unless another notice address has been agreed.
Notices relating totermination, breach, legal process, or formal disputes should also besent by hand delivery, courier, registered post, or anotherverifiable delivery method where reasonably practical.

25. DisputeResolution
The parties willfirst attempt to resolve disputes through good-faith discussion andnegotiation.
If the dispute isnot resolved within twenty-one days after written notice of dispute,the parties will attempt mediation in Nairobi, Kenya.
If the disputeremains unresolved, it will be finally resolved by arbitration inNairobi under the Arbitration Act, 2009 of Kenya. The language of thearbitration will be English.

26. Governing Law
These Terms and anyengagement between the Client and Vibur Studio are governed by thelaws of Kenya.

27. Amendments
Any amendment tothese Terms or to a specific engagement must be in writing andapproved by both parties.
Vibur Studio mayupdate these website Terms from time to time. The version applicableto a specific engagement will be the version in force at the time therelevant Order Form, proposal, invoice, or engagement is approved,unless otherwise agreed.

28. EntireAgreement
These Terms,together with any applicable Order Form, proposal, quotation,invoice, change approval, schedule, or written agreement, form theentire agreement between the parties in relation to the relevantServices.
They replace anyprior inconsistent discussions, proposals, templates, orunderstandings relating to the same engagement.

29. ElectronicAcceptance
These Terms may beaccepted by signature, email approval, payment of an invoice, writteninstruction to proceed, approval of a proposal, or continued use ofthe Services.
Electronicsignatures, email confirmations, and digital approvals are valid andbinding.

30. Contact
For questions aboutthese Terms, please contact Vibur Studio using the contact detailsprovided on our website, proposal, invoice, or Order Form.