Terms & Conditions

These Terms and Conditions (the "Terms") govern the supply of marketing research, consultancy, campaign management and related services by Vantacrypt Digital FZCO (the "Company", "we", "us" or "our"), and your use of this website.

By signing a scope of work, accepting a proposal in writing, or instructing us to begin work, you confirm that you have read, understood and agreed to be bound by these Terms. If you do not agree with them, you must not engage us.

These Terms should be read together with our Privacy Policy, Refund & Cancellation Policy, Service Delivery Policy and Acceptable Use Policy, each of which forms part of the agreement between you and the Company.

Vantacrypt Digital FZCO is a Free Zone Company (FZCO) registered in Dubai, United Arab Emirates. Our registry details are set out below and are the details that appear on our trade licence, our invoices and our payment descriptors.

• "Client" means the individual or entity that engages the Company to perform Services and is named in the Scope of Work.
• "Services" means the marketing research, consultancy, campaign management, creative production, analytics and related work the Company supplies.
• "Scope of Work" or "SOW" means the written document describing the Services, Deliverables, Fees, timelines and acceptance criteria agreed between the Company and the Client.
• "Deliverable" means an item of work identified in the Scope of Work as being provided to the Client.
• "Fees" means the amounts payable by the Client to the Company for the Services, exclusive of any Media Spend.
• "Media Spend" means amounts paid to advertising platforms or publishers to run a Client's campaigns.

The Company is a marketing agency. We are engaged by a Client to perform Services, and we are paid Fees by that Client for performing them. Our role does not extend beyond that, and in particular:

• we do not collect, hold, route or process payments on behalf of any Client, and we are not a merchant of record, payment facilitator, payment aggregator or reseller for any third party;
• a Client's own customer revenue is collected by that Client, through that Client's own payment provider, into that Client's own account, and does not pass through the Company;
• we do not provide financial, investment, brokerage, lending, money-transmission or virtual-asset services of any kind, and nothing on this website is an offer of them; and
• we do not provide legal, tax, accounting or regulatory advice. Where an engagement touches those areas, the Client should take its own professional advice.

To engage the Company, you must:

• be at least 18 years of age, or the age of majority in your jurisdiction;
• have the legal capacity to enter into a binding contract and, where you act for an entity, the authority to bind that entity;
• provide accurate, current and complete information about the business we will be working on; and
• not be a person, or acting on behalf of an entity, subject to sanctions administered by the United Arab Emirates, the United Nations, the European Union, the United Kingdom or the United States.

We may decline or discontinue any engagement at our discretion, including where we cannot complete the checks described in our AML, KYC & Sanctions Statement.

The Services we will perform, the Deliverables we will produce and the timeline for them are set out in the Scope of Work. Where this website describes our capabilities in general terms, the Scope of Work takes precedence for any particular engagement.

We will perform the Services with reasonable skill and care, using suitably competent personnel. We may use subcontractors or specialist suppliers, and remain responsible to the Client for work they perform on our behalf.

No guarantee of commercial outcome. We commit to the Deliverables described in the Scope of Work. We do not warrant any particular level of revenue, return on advertising spend, conversion rate, search ranking, follower growth or other commercial result. Marketing outcomes depend on the Client's product, pricing, operations and market conditions, and on advertising platforms whose behaviour is outside our control.

A proposal issued by the Company is an invitation to engage, not a binding offer. A contract is formed when the Client signs the Scope of Work, or confirms acceptance in writing and we begin work.

We reserve the right to decline an engagement, including where the prospective Client's business falls within a category listed in our Acceptable Use Policy, where due diligence cannot be completed, or where we do not have capacity to deliver to the standard required. Where we decline after an advance payment has been made, that payment is refunded in full.

The quality and timeliness of our work depends on the inputs we receive. The Client will:

• provide timely access to the systems, advertising accounts, analytics, brand assets and data we reasonably request;
• make a decision-maker available to review and approve work within the agreed review periods;
• ensure it holds all rights necessary in any material it supplies to us, and that our agreed use of that material will not infringe a third party's rights;
• ensure the products, claims and pricing we are asked to market are lawful, accurate and substantiated in each market they are advertised in; and
• fund Media Spend in accordance with the Scope of Work.

Where an input is outstanding, the affected Deliverable and any dependent milestone move by the corresponding period.

Fees are stated in the Scope of Work before the engagement begins. Unless expressly stated otherwise, Fees are quoted and invoiced in USD (US Dollars).

• The total payable, including any applicable taxes, is set out in the Scope of Work and on each invoice.
• Value Added Tax is applied where required under the laws of the United Arab Emirates, and any withholding tax required in the Client's jurisdiction is the Client's responsibility.
• Where the Client's payment method is denominated in another currency, the Client's bank or card issuer may apply its own conversion rate and fees. We neither control nor receive those amounts.
• Fee changes at renewal are notified in advance and do not affect the current term.

Media Spend is separate from our Fees and is never treated as our revenue. Wherever the advertising platform permits it, the Client funds its own advertising accounts directly, using the Client's own payment method.

Where a platform does not permit direct funding and we agree to place spend on the Client's behalf, that spend is invoiced at cost, itemised separately from our Fees, and supported by platform statements on request. We do not mark up Media Spend unless the Scope of Work expressly says so and states the rate.

• Retainers are invoiced in advance of each billing period, on the date stated in the Scope of Work.
• Projects are invoiced against milestones, which may include an advance payment on signature.
• Research engagements are invoiced on delivery of the findings, unless the Scope of Work provides otherwise.
• Invoices are payable within the period stated on the invoice. We may suspend work where an undisputed invoice remains unpaid after written notice.
• Card payments are processed by regulated third-party payment service providers. We do not store full card numbers on our systems. The descriptor shown on a statement will reference VANTACRYPT DIGITAL.
• We accept payment only from the Client named in the Scope of Work. We do not accept settlement by an unrelated third party, in cash, or in virtual assets.

How Deliverables are issued, reviewed, accepted and revised is set out in full in our Service Delivery Policy. In summary, each Deliverable is submitted against the acceptance criteria in the Scope of Work and is deemed accepted if no written comments are received within the review period stated there.

Notice periods, cancellation rights, the treatment of advance payments and the process for making a claim are set out in our Refund & Cancellation Policy, which forms part of these Terms.

Nothing in these Terms limits any statutory right you hold under the law of your country of residence where you engage us other than in the course of a business.

Each party will keep the other's confidential information secure, use it only for the purpose of the engagement, and disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law or by a competent authority.

All intellectual property in this website, our brand, our research methods, tools, templates and frameworks belongs to the Company or its licensors. Nothing in these Terms transfers that intellectual property to the Client.

Ownership of bespoke Deliverables created for a Client passes to that Client on payment in full of the Fees due for them, excluding our pre-existing tools, templates, frameworks and know-how, in which we grant a non-exclusive, perpetual licence to use those elements as embedded in the Deliverables.

The Client retains ownership of material it supplies to us and grants us a licence to use it for the purpose of performing the Services. Unless the Client asks us in writing not to, we may name the Client and describe the work at a general level as a reference.

You must not use this website or our Services for any unlawful purpose, to infringe the rights of others, to introduce malicious code, to attempt unauthorised access, or in connection with any of the restricted categories listed in our Acceptable Use & Prohibited Activities Policy. Breach of that policy is a material breach of these Terms.

We warrant that the Services will be performed with reasonable skill and care by suitably competent personnel, and that Deliverables will materially conform to the Scope of Work.

Except as expressly stated in these Terms and to the fullest extent permitted by applicable law, this website and our Services are provided "as is" and we exclude all other warranties, conditions and representations, whether express or implied.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded.

Subject to the paragraph above:

• we are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill;
• we are not liable for the acts, outages, policy changes, account suspensions or pricing decisions of advertising platforms and other third-party services; and
• our total aggregate liability arising out of or in connection with an engagement is limited to the total Fees paid by the Client to us under the relevant Scope of Work in the twelve months preceding the claim, excluding any Media Spend.

The Client agrees to indemnify the Company against claims, damages, losses and reasonable costs arising from the Client's breach of these Terms, from material or product claims the Client supplied to us, from the Client's infringement of a third party's rights, or from the Client's own products, pricing or fulfilment.

Our work relies on third-party platforms and providers, including advertising networks, analytics tools, e-commerce platforms, hosting providers and payment processors. Those services operate under their own terms and policies, which the Client is responsible for complying with in respect of its own accounts. We are not responsible for their content, availability or decisions, although we select the providers we rely on with reasonable care.

We may suspend or terminate an engagement where the Client is in material breach of these Terms or our Acceptable Use Policy, where an undisputed invoice remains unpaid after written notice, where we are required to do so by law or by a banking or payment partner, or where continued work would expose us to legal or financial-crime risk.

Either party may terminate a recurring engagement on the notice stated in the Scope of Work. Termination does not affect Fees already due for work performed, or committed third-party costs we cannot cancel.

If something has gone wrong, contact us first at info@vantacrypt.com. We acknowledge complaints within one business day and aim to provide a substantive response within ten business days.

If an invoice or card payment is in dispute, please raise it with us before contacting your bank or card issuer. In most cases we can resolve the matter faster and in full. Where a chargeback is raised, we will cooperate with the issuer and provide the engagement records we hold, including the Scope of Work, the Deliverables issued and our correspondence.

The parties will attempt to resolve any dispute in good faith before commencing formal proceedings.

These Terms and any dispute arising out of or in connection with them are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The courts of Dubai, United Arab Emirates have exclusive jurisdiction, save that we may bring proceedings to protect our intellectual property in any competent jurisdiction. If you engage us other than in the course of a business, you keep the benefit of any mandatory consumer protections available under the law of your country of residence.

We may update these Terms to reflect changes in our services, our operations or applicable law. The version published on this page when a Scope of Work is signed is the version that applies to that engagement. Material changes are reflected in the "last updated" date at the top of this page.

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in force. Our failure to enforce a provision is not a waiver of it. Neither party may assign the agreement without the other's written consent, except to a successor of substantially the whole of its business. These Terms, together with the policies referenced in them and the applicable Scope of Work, form the entire agreement between the parties.