Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") govern your access to and use of the website at dreyvisionmarketing.com (the "Website") operated by DreyVisionMarketing Limited ("DreyVisionMarketing", "DVM", "we", "us", or "our"), and, together with any separate written agreement, the provision of our services to you.

By accessing or using the Website, submitting an application, or engaging us, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not use the Website or our services.

Where you enter into a separate written proposal, statement of work, or service agreement with us (an "Engagement Agreement"), that document governs the specific services, fees, and deliverables. If there is any conflict between these Terms and a signed Engagement Agreement, the Engagement Agreement prevails for that engagement.

2. Definitions

• "Client" means a person or entity that engages us to provide Services under an Engagement Agreement.
• "Engagement Agreement" means a proposal, statement of work, order form, or service agreement signed or otherwise accepted by you and us.
• "Services" means the marketing, advertising, creative, web, strategy, audit, and related services we provide, as described on the Website and scoped in the relevant Engagement Agreement.
• "Ad Spend" means amounts paid to third-party advertising platforms (such as Meta, Google, and TikTok) to run advertising, which are separate from our fees.
• "Deliverables" means the materials and work product we create for you under an Engagement Agreement.
• "Content" means all text, graphics, logos, designs, software, and other materials on the Website.
• "you" means the person using the Website or, where applicable, the Client.

3. Eligibility and authority

You must be at least 18 years old to use the Website or engage our Services. By using the Website or engaging us, you represent and warrant that you are at least 18, and that where you act on behalf of a business or other entity, you have authority to bind that entity to these Terms and any Engagement Agreement.

4. Use of the website

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for your own lawful, informational use and to evaluate or engage our Services.

You agree not to:

• use the Website in violation of any applicable law or regulation;
• copy, reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any Content except as expressly permitted;
• introduce any virus, malware, or other harmful code, or attempt to gain unauthorised access to the Website or its systems;
• use any automated means (such as bots or scrapers) to access or collect data from the Website without our prior written consent;
• interfere with or disrupt the integrity, security, or performance of the Website;
• submit false, misleading, or unlawful information; or
• use the Website to transmit unsolicited or unauthorised advertising or other communications.

We may suspend, restrict, or terminate your access to the Website at any time, without notice, if we reasonably believe you have breached these Terms.

5. Intellectual property

The Website and all Content are owned by DreyVisionMarketing Limited or our licensors and are protected by copyright, trademark, and other intellectual property laws. "DreyVisionMarketing", "DVM", "The Profit-First Growth Engine", and "VisionTrack", together with our logos and brand features, are trademarks of DreyVisionMarketing Limited. You may not use them without our prior written consent.

Except for the limited licence in section 4, no right, title, or interest in the Website or Content is transferred to you.

Deliverables. Ownership of, and rights in, Deliverables created under an Engagement Agreement are governed by that agreement. Unless it states otherwise, we retain ownership of our pre-existing materials, tools, methodologies, and know-how (including the methodology we refer to as The Profit-First Growth Engine), and Deliverables transfer to you only upon full payment of all amounts due.

Feedback. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

6. Applications and enquiries

When you submit an application or enquiry through the Website, you agree to provide accurate, current, and complete information. Submitting an application does not oblige us to provide Services and does not by itself form a contract.

We review applications at our discretion and may decline any application for any lawful reason. A binding engagement is formed only when you and we enter into an Engagement Agreement.

7. Our services and engagements

Formation. The specific Services, scope, deliverables, timelines, and fees for any engagement are set out in an Engagement Agreement. These Terms apply to every engagement in addition to the Engagement Agreement.

Scope. Our Services may include paid-media management (across platforms such as Meta, Google, and TikTok), creative production, conversion infrastructure and web development, SEO, and strategy and audit work, as described on the Website and scoped in the Engagement Agreement. Work outside the agreed scope may be subject to additional fees.

Your responsibilities. To enable us to deliver the Services, you agree to:

• provide timely access to your advertising accounts, analytics, websites, assets, brand materials, and personnel;
• provide accurate information and obtain all rights, licences, and consents needed for materials you supply to us;
• fund Ad Spend directly or as agreed, and maintain sufficient budget;
• review and approve materials and respond to requests within reasonable timeframes; and
• comply with all applicable laws and the policies of the advertising platforms used.

Delays or failures caused by you, or by your suppliers, may affect timelines and results, and we are not liable for them.

Partner agencies. Certain specialist services, for example, AEO and GEO services, and UGC (user-generated content) marketing, are delivered through independent partner agencies. We will tell you where this applies; those services may be subject to the partner's own terms.

8. Fees, ad spend, and payment

Fees. Our fees are set out in the Engagement Agreement and may include a retainer, performance-based components, and, for certain engagements, a revenue-share arrangement. Unless stated otherwise, fees are exclusive of Ad Spend and of taxes.

Ad Spend. Amounts paid to advertising platforms are separate from our fees, are your responsibility, and are billed by those platforms (or recharged by us where agreed). We are not responsible for platform billing, pricing changes, or account suspensions.

Currency and invoicing. Fees are invoiced in Kenyan Shillings (KES) or United States Dollars (USD), as stated in the Engagement Agreement. Unless stated otherwise, invoices are payable within 7 days of the invoice date.

Taxes. You are responsible for all applicable taxes, duties, and levies (including VAT and withholding tax) other than taxes on our income. Where withholding tax applies, you will provide the relevant remittance certificates.

Late payment. We may charge interest on overdue amounts at 5% per month or the maximum permitted by law, and may suspend Services until payment is made. You are responsible for the reasonable costs of recovering overdue amounts.

Refunds. Except as required by law or expressly stated in an Engagement Agreement, fees are non-refundable once the related Services have been performed. Set-up fees and committed retainers are non-refundable.

9. Term, cancellation, and termination

Term. Each engagement runs for the term stated in the Engagement Agreement, including any minimum commitment period (such as a month-to-month, 6-month, or 12-month term).

Termination for convenience. Either party may terminate an engagement by giving the notice stated in the Engagement Agreement (or, if none is stated, 30 days' written notice). Termination during a minimum commitment period may require payment of the remaining committed fees, as set out in the Engagement Agreement.

Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not cured within 14 days of notice, becomes insolvent, or ceases to carry on business.

Effect of termination. On termination, you must pay all fees and Ad Spend due up to the effective date; each party returns or deletes the other's confidential information on request; licences to Deliverables not yet paid for do not transfer; and any terms which by their nature should survive (including those on intellectual property, fees, confidentiality, disclaimers, liability, indemnity, and governing law) survive.

10. No guarantees; performance disclaimer

Marketing and advertising results depend on many factors outside our control, including your offer, pricing, operations, market conditions, competition, and the policies and algorithms of third-party platforms.

We do not guarantee any specific result, including any particular level of revenue, return on ad spend (ROAS), leads, sales, rankings, or growth. Any examples, case studies, projections, or figures on the Website or in discussions are illustrative only and are not a promise of comparable results.

What we commit to is professional, diligent execution: transparency, consistent work, and data-backed decisions on your behalf. We are not responsible for outcomes attributable to factors outside our reasonable control.

11. Confidentiality

Each party may receive confidential information of the other. Each party agrees to keep the other's confidential information confidential, to use it only to perform or receive the Services, and to protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, is independently developed, is lawfully received from a third party, or must be disclosed by law (in which case, where lawful, the disclosing party will be given notice).

With your consent, which you may withdraw, we may identify you as a client and describe the work performed (for example, in case studies and marketing), without disclosing your confidential information.

12. Disclaimers and warranties

The Website and Content are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law. We do not warrant that the Website will be uninterrupted, error-free, secure, or free of harmful components, or that any information on it is accurate, complete, or current.

The Services are provided with reasonable skill and care, but, except as expressly stated in an Engagement Agreement, we disclaim all other warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

13. Limitation of liability

To the maximum extent permitted by law:

• we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, however arising, even if advised of the possibility; and
• our total aggregate liability arising out of or relating to the Website, these Terms, and the Services, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by you to us for the Services giving rise to the claim in the three (3) months immediately before the event giving rise to the liability (or, for Website use where no fees were paid, KES 10,000).

Ad Spend is excluded from, and is not recoverable as, our liability. These limitations do not apply to liability that cannot be excluded by law, including for death or personal injury caused by negligence, or for fraud.

14. Indemnification

You agree to indemnify, defend, and hold harmless DreyVisionMarketing Limited and its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and reasonable costs (including legal fees) arising out of or relating to: your breach of these Terms or an Engagement Agreement; your use of the Website or the Services; materials, information, or instructions you provide to us; your products, services, or business; or your violation of any law or the rights of any third party (including advertising-platform policies).

15. Third-party platforms, services, and links

The Services rely on third-party platforms and tools (such as Meta, Google, TikTok, hosting providers, scheduling tools, and analytics and advertising platforms). We do not control these third parties and are not responsible for their availability, performance, decisions, pricing, policy changes, account reviews, suspensions, or terminations. Your use of third-party platforms is subject to their own terms and policies, with which you must comply.

The Website may link to third-party websites and resources. We provide these links for convenience and do not endorse, and are not responsible for, their content or practices.

16. Privacy and data protection

Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf in delivering the Services, the relevant data-processing terms are set out in, or appended to, the Engagement Agreement.

17. Force majeure

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government action, power or internet failures, or the acts or omissions of third-party platforms.

18. Changes to these terms

We may amend these Terms from time to time. When we make material changes, we will update the "Last updated" date and, where appropriate, provide notice. Changes take effect when posted. Your continued use of the Website or Services after changes take effect constitutes acceptance. For active engagements, changes to these Terms do not override the agreed terms of a signed Engagement Agreement.

19. Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by and construed in accordance with the laws of the Republic of Kenya.

Dispute resolution. The parties will first try in good faith to resolve any dispute through negotiation. If it is not resolved within 30 days, it will be referred to the exclusive jurisdiction of the courts of Kenya. Nothing prevents either party from seeking urgent injunctive relief from a court.

20. General provisions

• Entire agreement. These Terms, the Privacy Policy, and any Engagement Agreement are the entire agreement between you and us on their subject matter, and supersede prior discussions.
• Severability. If any provision is held invalid or unenforceable, the rest remains in effect.
• Waiver. A failure to enforce any provision is not a waiver of it.
• Assignment. You may not assign or transfer these Terms without our prior written consent; we may assign them to an affiliate or successor.
• Relationship. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship.
• No third-party rights. No one other than the parties has any right to enforce these Terms.
• Notices. Notices to us should be sent to info@dreyvisionmarketing.com; notices to you may be sent to the contact details you provide.
• Survival. Provisions that by their nature should survive termination will do so.

21. Contact us

Questions about these Terms can be sent to:

• DreyVisionMarketing Limited
• Email: info@dreyvisionmarketing.com
• Company registration number: PVT-3B156YZZ