1. Introduction
These General Terms and Conditions apply to all services provided by Vibur Creative Consultancy Limited, trading as Vibur Studio (“Vibur Studio”,“we”, “us”, or “our”), unless a separate written agreement expressly states otherwise. By engaging Vibur Studio, the client (“Client”, “you”, or “your”) agrees to these Terms and Conditions. These Terms are intended to apply generally across our projects, retainers, advisory engagements, outsourced creative support, digital services, and related professional services. Where a proposal, order form, quotation, statement of work, invoice, or other written document contains specific commercial terms, those specific terms will apply to that engagement. These General Terms and Conditions will continue to apply to all matters not expressly varied.
2. Definitions For purposes of these Terms:
Additional Costs means third-party or pass-through costs approved by the Client, including licences, hosting, domains, printing, production, paid media spend, specialist tools, travel, and similar external expenses.
Client Materials means information, copy, data, images, credentials, approvals, brand assets, access details, and other materials supplied by or on behalf of the Client.
Confidential Information means non-public information disclosed by one party to the other, whether written, oral, visual, digital, or inferred from access, including strategies, pricing, briefs, concepts, work in progress, systems, trade secrets, personal data, and source materials.
Deliverables means the final outputs expressly identified for delivery in a proposal, order form, statement of work, invoice, or approved change request.
Fees means all charges payable for the services, including project fees, retainer fees, milestone fees, hourly fees, advisory fees, and approved Additional Costs.
Intellectual Property Rights means copyright, trademarks, design rights, database rights, patents, trade secrets, know-how, and similar rights, whether registered or unregistered.
Order Form means a proposal, quotation, statement of work, service order, invoice, email instruction, or other written document that confirms the scope, fees, timeline, deliverables, or commercial terms of an engagement.
Services means branding, design, marketing, digital, editorial, advisory, support, creative, visual communication, and related professional services provided by Vibur Studio.
Working Day means a day other than a Saturday, Sunday, or public holiday in Kenya.
3. Services and Engagement Models
Vibur Studio may provide services through one or more of the following engagement models:
a. project-based engagements for defined deliverables, timelines, scope, and fixed or milestone-based fees;
b. retainers or dedicated 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 service model agreed in writing.
Each engagement should, where applicable, identify the objective, scope, deliverables, service period, fees, payment schedule, revision allowance, dependencies, exclusions, and any special confidentiality, portfolio, or data-processing requirements. If there is any inconsistency between these Terms and a specific Order Form, the Order Form will prevail only on the specific commercial or scope point it expressly changes. These Terms will continue to apply in all other respects.
4. Scope of Work
Vibur Studio will provide the Services with reasonable care, skill, and professional diligence. Unless otherwise agreed, our standard working process may include discovery, strategy, concept development, execution, review, refinement, and delivery support. Only items expressly included in the relevant Order Form are included in scope. Any additional work, new deliverables, change in direction, expanded requirements, rush work, or material variation to the agreed scope may require a revised quote, additional fee, or written change approval. Verbal requests or informal discussions do not amend the agreed scope unless confirmed in writing.
5. Client Responsibilities
The Client is responsible for providing accurate instructions, timely feedback, approvals, access credentials, decision-makers, consolidated comments, and all Client Materials reasonably required for the Services. The Client confirms that it owns or has sufficient rights to all Client Materials provided to Vibur Studio and that our authorized use of those materials will not infringe third-party rights or violate applicable law. Delays caused by the Client, its stakeholders, third-party vendors, late feedback, late approvals, missing materials, or lack of access may extend project timelines by a reasonable period.
6. Fees, Invoicing, and Payment
Fees will be stated in the applicable Order Form, proposal, invoice, or written agreement. Unless stated otherwise:
a. project-based work may require a non-refundable commencement deposit before work begins;
b. final files, source files, or final approved deliverables may be withheld until all outstanding amounts are paid;
c. retainers and recurring support services are invoiced in advance
d. advisory sessions, workshops, audits, and consultations may be payable in advance or immediately after delivery; and
e. invoices are payable within the period stated on the invoice, or within seven Working Days where no period is stated.
Fees are exclusive of VAT, withholding tax, bank charges, transaction costs, currency conversion charges, and other taxes or deductions unless expressly stated otherwise.The Client is responsible for any required withholding tax documentation. Where withholding tax applies, the Client must promptly provide the official certificate or proof required by law. If any amount remains unpaid after the due date, Vibur Studio may pause work,withhold deliverables, suspend access, defer meetings, or stop further services until payment is received.Vibur Studio may charge interest on overdue amounts at the rate stated in the relevant Order Form or invoice, or where no rate is stated, at a reasonable commercial rate permitted by law.
7. Additional Costs
Additional Costs may include third-party costs such as hosting, domains, licences, fonts, stock images, paid media, printing, photography, videography, software, specialist tools, travel, production costs, and subcontracted specialist services.Vibur Studio will not intentionally incur material Additional Costs without prior Client approval, unless the cost is necessary to avoid imminent service interruption, security risk, or project disruption and the Client cannot reasonably be reached. Approved Additional Costs may be invoiced at cost or on the basis stated in the relevant Order Form.
8. Revisions and Approvals
Unless otherwise stated in the relevant Order Form, each identified deliverable includes up to three structured rounds of revisions. A revision round means 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 revision round or as additional billable revision time. Minor refinements within the approved direction are treated as revisions. A material change to the approved brief, strategy, concept, direction, or scope is treated as a scope change and may attract additional fees. If the Client does not provide feedback, approval, or rejection within the stated review period, or within five Working Days where no period is stated, the relevant deliverable may be treated as approved for purposes of project progression, invoicing, and timeline continuity, provided Vibur Studio has clearly requested a decision.
9. Change Requests
Any material change to scope, deliverables, timeline, assumptions, fees, or requirements may require a written change approval. Vibur Studio may provide a revised estimate, additional fee, adjusted timeline, or updated Order Form before proceeding with the change. Additional revision rounds, out-of-hours work, urgent turnaround, expanded deliverables, or work outside scope may be billed at the rate stated in the Order Form or, where no rate is stated, at Vibur Studio’s then-current standard rate.
10. Subcontractors and Specialist Collaborators
Vibur Studio may use employees, contractors, freelancers, vendors, or specialist collaborators to deliver parts of the Services. Where subcontractors or collaborators are used, Vibur Studio remains responsible for managing the work and will take reasonable steps to ensure that relevant confidentiality obligations apply.
11. Intellectual Property
Subject to full and cleared payment of all applicable Fees and approved costs, the Client will own the Intellectual Property Rights in the final Deliverables created specifically and exclusively for the Client under the relevant engagement, except for Excluded Materials. Excluded Materials remain the property of Vibur Studio or its licensors. These include pre-existing tools, methods, templates, design systems, code libraries, processes, generic know-how, proposals, pitch materials,unused concepts, drafts, working files, work-in-progress files, and third-party materials licensed rather than assigned. Where Excluded Materials are embedded in final Deliverables and are necessary for the Client’s use of those Deliverables, Vibur Studio grants the Client a non-exclusive, perpetual, royalty-free licence to use those embedded materials solely as part of the final Deliverables. The Client grants Vibur Studio a non-exclusive licence to use Client Materials solely for the purpose of providing the Services. Unless expressly agreed otherwise, ownership of unused concepts, rejected directions, draft work, internal files, strategy notes, working files, and source materials not included in the final Deliverables remains with Vibur Studio.
12. Portfolio and Publicity Rights
Unless the Client expressly prohibits this in writing, Vibur Studio may display completed work, the Client’s name and logo, and a factual description of the engagement in its portfolio, website, social media, proposals, pitches, awards submissions, case studies, and marketing materials. Where work is confidential, embargoed, or should be shown anonymously, the Client must notify Vibur Studio in writing before the engagement begins or before public use.Vibur Studio will not knowingly publish confidential or non-public Client information without permission.
13. Confidentiality
Each party must keep the other party’s Confidential Information confidential and use it only for purposes related to the engagement. Confidential Information may only be disclosed to employees, contractors, advisers, affiliates, or representatives who have a genuine need to know and who are bound by appropriate confidentiality obligations.Confidentiality obligations do not apply to information that:
a. becomes public through no fault of the receiving party;
b. was already lawfully known without a duty of confidence;
c. is lawfully received from a third party without restriction; or
d. is independently developed without use of the Confidential Information.A party may disclose Confidential Information where required by law, court order, or regulatory process, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to the other party. Confidentiality obligations survive termination or completion of the relevant engagement.
14. Non-Solicitation and Non-Circumvention
During an engagement and for twelve months after it ends, neither party may knowingly solicit for employment any employee or contractor of the other party who was directly involved in that engagement, except through general recruitment not targeted at that individual. For two years from an introduction made in connection with the Services, neither party may knowingly use Confidential Information to circumvent the other party in relation to that introduced opportunity or introduced third party.
15. Data Protection
Each party must comply with applicable data protection laws, including the Kenya Data Protection Act, 2019, to the extent applicable.Unless otherwise agreed, each party acts as an independent controller of personal data it handles for its own purposes.Where Vibur Studio processes personal data solely on behalf of the Client, the parties may agree additional data processing terms. Pending such terms, Vibur Studio will apply reasonable technical and organizational measures appropriate to the nature of the data and Services.The Client is responsible for ensuring that it has the lawful basis, notices, consents, permissions, and instructions required for any personal data included in Client Materials.
16. Warranties and Disclaimers
Each party confirms that it has authority to enter into the relevant engagement and perform its obligations.Vibur Studio will provide the Services with reasonable care, skill, and professional diligence. However, Vibur Studio does not guarantee any specific sales, profit, fundraising outcome, ranking, traffic level, audience growth, conversion rate, media result, brand perception, or other commercial result. Such outcomes may depend on market conditions, third-party platforms,Client actions, audience behaviour, and other factors outside Vibur Studio’s control.
17. Liability
Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited. Subject to the above, Vibur Studio’s total aggregate liability arising out of or in connection with an engagement will not exceed the total Fees actually paid or payable under the relevant engagement during the twelve months preceding the event giving rise to the claim. Neither party will be 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 that this does not prevent recovery of direct amounts properly due under these Terms.
18. Indemnity
The Client agrees to indemnify Vibur Studio against third-party claims, losses, liabilities, costs, and expenses arising from Client Materials, Client instructions, Client-supplied content, or Client-approved use of materials that infringe rights, breach law, or violate third-party obligations, except to the extent caused by Vibur Studio’s unauthorized modification or misuse.
19. Termination
A project-based engagement ends when the final Deliverables have been accepted or deemed accepted, all due amounts are paid, and any applicable handover steps have been completed. A retainer or recurring support arrangement continues for the minimum period stated in the relevant Order Form and then, unless otherwise stated, continues monthly until either party gives the required written notice. Either party may terminate an engagement if the other party commits a material breach and fails to remedy it within fourteen Working Days after written notice, or becomes insolvent, enters liquidation or administration, or ceases substantial business operations. If the Client terminates an engagement after work has started, the Client remains responsible for work performed, commitments incurred, approved costs, and any applicable non-refundable deposit or kill fee.
20. Handover and Closure
Upon completion or termination, and subject to payment of all amounts due, Vibur Studio will provide the applicable final Deliverables and complete reasonable handover steps relevant to the engagement. Handover may include file packaging, source file release, workspace transfer, access revocation, platform transfer, or other closure actions agreed in writing. Vibur Studio is not required to release final files, source files, editable files, credentials, or transferred assets while amounts remain unpaid.
21. Force Majeure
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, internet or power outages, platform failures, strikes, civil unrest, war, government action, epidemics, pandemics, or other events outside reasonable control.The affected party must notify the other party promptly and take reasonable steps to reduce the impact.
22. Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates a partnership, employment relationship, fiduciary relationship, franchise, joint venture, or agency relationship.
23. Assignment
The Client may not assign or transfer its rights or obligations under an engagement without Vibur Studio’s prior written consent, not to be unreasonably withheld.Vibur Studio may assign or transfer its rights or obligations to an affiliate, successor, or purchaser in connection with a bona fide reorganization, merger, acquisition, or business transfer.
24. Notices
Formal notices must be sent to the email address or contact details used for the relevant engagement, unless another notice address has been agreed. Notices relating to termination, breach, legal process, or formal disputes should also be sent by hand delivery, courier, registered post, or another verifiable delivery method where reasonably practical.
Formal notices must be sent to the email address or contact details used for the relevant engagement, unless another notice address has been agreed. Notices relating to termination, breach, legal process, or formal disputes should also be sent by hand delivery, courier, registered post, or another verifiable delivery method where reasonably practical.
25. Dispute Resolution
The parties will first attempt to resolve disputes through good-faith discussion and negotiation. If the dispute is not resolved within twenty-one days after written notice of dispute,the parties will attempt mediation in Nairobi, Kenya. If the dispute remains unresolved, it will be finally resolved by arbitration in Nairobi under the Arbitration Act, 2009 of Kenya. The language of the arbitration will be English.
26. Governing Law
These Terms and any engagement between the Client and Vibur Studio are governed by the laws of Kenya.
27. Amendments
Any amendment to these Terms or to a specific engagement must be in writing and approved by both parties.Vibur Studio may update these Terms from time to time. The version applicable to a specific engagement will be the version in force at the time the relevant Order Form, proposal, invoice, or engagement is approved, unless otherwise agreed.
28. Entire Agreement
These Terms, together with any applicable Order Form, proposal, quotation, invoice, change approval, schedule, or written agreement, form the entire agreement between the parties in relation to the relevant Services.They replace any prior inconsistent discussions, proposals, templates, or understandings relating to the same engagement.
29. Electronic Acceptance
These Terms may be accepted by signature, email approval, payment of an invoice, written instruction to proceed, approval of a proposal, or continued use of the Services. Electronic signatures, email confirmations, and digital approvals are valid and binding.
30. Contact
For questions about these Terms, please contact Vibur Studio using the contact details provided on our website, proposal, invoice, or Order Form.
