Terms and Conditions

These Terms and Conditions (“Terms”) govern (a) your use of the website vansoov.com (the “Site”) and (b) the services that Vansoov Tech LLC (“Vansoov Tech”, “we”, “us”, “our”) provides to clients (“you”, “Client”). A signed proposal, statement of work or contract (each an “Agreement”) takes precedence over these Terms where the two differ. By using the Site or engaging our services you accept these Terms.

1. Who we are

Vansoov Tech LLC is a software studio and marketing agency providing paid advertising management on Google and Meta platforms, cloud consulting and migrations, and custom software development and integrations. Contact: hello@vansoov.com.

2. Use of the Site

The Site is provided for information about our services. You may not use the Site to distribute malware, attempt unauthorised access, scrape content in bulk, or interfere with its operation. All text, code samples, designs, logos and case studies on the Site belong to Vansoov Tech LLC or its licensors and may not be reproduced without written permission, except for short quotations with attribution. Client names and marks appear with the client’s permission and remain the property of their owners. Links to third-party sites are provided for convenience; we are not responsible for their content.

Case studies describe specific projects. Results shown are historical and are not a promise of results for your project.

3. Engagements and scope

Services are described in a written Agreement that defines scope, deliverables, assumptions, timeline and price. Work outside that scope, and changes requested after approval, are agreed in writing (email is sufficient) before they start and are billed separately or against a change order. Estimates are estimates; where an Agreement is time-and-materials, the price is the time actually spent at the agreed rates.

4. Client responsibilities

You provide timely access to the accounts, systems, data, content and people needed for the work, and you confirm that you are entitled to grant that access. You are responsible for the legality of your products, offers, landing pages and content, for holding any licences your business requires, and for the accuracy of information you give us. Delays caused by late access, late feedback or late materials extend the timeline accordingly.

5. Advertising services (Google, Meta and other platforms)

Accounts. Advertising accounts (Google Ads, Merchant Center, Google Analytics, Tag Manager, Meta Business Manager, ad accounts, pixels and similar) are created in your name and remain your property. We are granted access as a manager or partner and our access is removed at the end of the engagement. If we create an asset on your behalf, we transfer ownership to you on request.

Media spend. Advertising budgets are paid by you directly to the platform using your own payment method. Media spend is never included in our fees unless an Agreement says so expressly. You set the budget; we do not exceed an approved budget without your written consent.

Platform policies. Advertising is subject to the platform’s own terms and policies, including the Google Ads Policies, the Google Merchant Center guidelines, the Meta Advertising Standards and the Meta Commerce Policies. You warrant that your business, products and creatives comply with them. We may refuse or pause any campaign that in our reasonable opinion breaches a platform policy or applicable law. We are not liable for account suspensions, disapprovals, policy changes, platform outages, pricing changes or review decisions taken by a platform.

Tracking. Conversion tracking, pixels, server-side tagging and product feeds are configured on your properties. You are responsible for providing the privacy notices and consent mechanisms that these tools require in your markets (for example a cookie banner and Google Consent Mode where required). We will advise on what is needed, but the legal obligation rests with the site owner.

No guaranteed results. Advertising performance depends on market, product, price, website, seasonality and budget. We do not guarantee any specific volume of traffic, leads, sales, ROAS or ranking.

6. Software and cloud services

Delivery and acceptance. Deliverables are delivered in the form stated in the Agreement (typically a Git repository, a deployed environment and written documentation). You review each deliverable within ten (10) working days of delivery and either accept it or report defects in writing with steps to reproduce. Deliverables not disputed within that period are considered accepted. Use of a deliverable in production is acceptance.

Warranty period. For thirty (30) days after acceptance we correct, at no charge, defects that cause a deliverable to deviate materially from the agreed specification. The warranty does not cover changes made by you or third parties, changes in third-party APIs or platforms, misuse, or issues in systems we did not build. Ongoing maintenance and support after the warranty period are provided under a separate retainer.

Cloud infrastructure. Cloud accounts (AWS, Google Cloud, Azure, Cloudflare, Hetzner or others) are opened in your name and billed by the provider directly to you. We advise on architecture and cost, but you remain responsible for the provider’s terms, for the bills, and for approving changes that affect cost or security. Where we hold administrative access we use named accounts, multi-factor authentication and least-privilege roles, and we hand over credentials at the end of the engagement.

Third-party and open-source components. Deliverables may include third-party libraries, services and open-source software that remain under their own licences. We select components with permissive or compatible licences unless the Agreement says otherwise and list material dependencies in the documentation.

7. Fees and payment

Fees are stated in the Agreement. Unless agreed otherwise: fixed-price work is invoiced 30% on start and 70% on delivery; retainers and time-based work are invoiced monthly in advance; hourly work is reported with time sheets. Invoices are due within fourteen (14) days of issue. Prices exclude VAT and other taxes, which are added where applicable. Advertising spend, hosting, domains, licences, paid APIs and other third-party costs are paid by you directly or reimbursed at cost. We may suspend work on overdue accounts after written notice and may charge statutory interest on late payments. Deposits for fixed-price work are non-refundable once work has started, except as stated in section 12.

8. Intellectual property

On full payment of the fees for a deliverable, you own the code, designs, documents and other work products created specifically for you under the Agreement (“Client Materials”). Until full payment, we retain ownership and grant you a temporary licence to evaluate the deliverable.

We retain ownership of our pre-existing tools, libraries, templates, frameworks, methods and know-how, and of general-purpose components that are not specific to your business (“Studio Materials”). Where Studio Materials are incorporated into a deliverable, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that deliverable. We may reuse general knowledge gained during the engagement in other projects, provided we do not disclose your confidential information.

Advertising creatives, copy and feeds produced for you are Client Materials. Campaign structures, naming conventions and internal reporting templates are Studio Materials.

Unless you object in writing, we may name you as a client and describe the project in general terms in our portfolio and proposals. Detailed case studies with figures are published only with your written approval.

9. Confidentiality

Each party keeps the other party’s non-public business, technical and financial information confidential, uses it only for the engagement, and shares it only with staff and contractors who need it and are bound by equivalent obligations. This obligation survives the end of the engagement for three (3) years; trade secrets and credentials stay confidential for as long as they remain secret. It does not cover information that is public, already lawfully known to the receiving party, independently developed, or required to be disclosed by law.

10. Data protection

Where we process personal data on your behalf (for example customer lists for ad audiences, CRM data during an integration, or user data in a system we operate for you), we act as a processor: we process it only on your documented instructions and only for the engagement, we apply appropriate technical and organisational measures, we assist you with data-subject requests and security incidents, and we delete or return the data at the end of the engagement. You remain the controller and are responsible for having a lawful basis to collect the data and to share it with us and with advertising platforms. Where the law requires, the parties sign a separate data processing agreement. Our handling of personal data collected through the Site and in our own business is described in our Privacy Policy.

11. Warranties and liability

We perform the services with reasonable skill and care, using suitably qualified people, and in accordance with good industry practice. Except as expressly stated in these Terms or an Agreement, the services and deliverables are provided without other warranties, including any implied warranty of merchantability or fitness for a particular purpose.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the fees paid by you to us under that engagement in the twelve (12) months before the event giving rise to the claim. Neither party is liable for indirect, incidental or consequential loss, including loss of profit, revenue, business, goodwill or data, or for advertising spend, platform penalties or account suspensions. Nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any liability that cannot be limited by law.

You indemnify us against third-party claims arising from your products, content, data or instructions, including claims that your advertising or content infringes the rights of others or breaches platform policies.

12. Term, suspension and termination

An engagement runs for the period stated in the Agreement. Either party may end a retainer or an ongoing engagement with thirty (30) days’ written notice. Either party may end an engagement immediately if the other party materially breaches these Terms and does not remedy the breach within fourteen (14) days of written notice, or becomes insolvent.

On termination you pay for work performed and costs incurred up to the end date. For fixed-price work ended by you for convenience, you pay for the work completed on a pro-rata basis, and any unused portion of a deposit is refunded. We hand over all Client Materials paid for, remove ourselves from your accounts, and return or delete your data as described in section 10.

13. Non-solicitation

During the engagement and for twelve (12) months afterwards, neither party will directly solicit for employment the other party’s employees or contractors who worked on the engagement, without the other party’s written consent. General job advertisements are not solicitation.

14. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of advertising platforms, cloud providers or payment providers, internet failures, government action, war, epidemic or natural disaster. The affected party informs the other promptly and resumes performance as soon as reasonably possible.

15. General

These Terms and any Agreement form the entire agreement between the parties and replace prior discussions. Amendments must be in writing. Neither party may assign the Agreement without the other’s consent, except to a successor of its business. Notices are sent by email to the addresses used for the engagement. If a provision is found invalid, the rest remains in force. Failure to enforce a provision is not a waiver.

These Terms are governed by the law stated in the Agreement or, if none is stated, by the law of the jurisdiction in which Vansoov Tech LLC is registered. Disputes are first raised in writing and discussed in good faith by senior representatives of both parties for at least thirty (30) days before any formal proceedings, which are brought in the courts of that jurisdiction.

We may update these Terms for future engagements by publishing a new version on the Site with a new “last updated” date. Existing Agreements continue under the version in force when they were signed.

Questions about these Terms: hello@vansoov.com.