Terms of Engagement

Bureau Ingold Effective 21 August 2026 · Version 1.0

These terms govern professional engagements between VVR ANT LLC d/b/a Bureau Ingold (the Practice), a Florida limited liability company, and the party engaging it (the Client).

They are published in full because the Client is entitled to read them before a conversation about money, not after. Where a signed engagement letter or statement of work refers to these terms, they form part of that agreement. Where a signed document and these terms conflict, the signed document governs.

1 · Definitions

Engagement — a defined piece of work described in a signed engagement letter or statement of work.

Deliverable — a document, framework, analysis, or recommendation produced by the Practice under an Engagement.

Client Materials — data, accounts, brand assets, and information supplied by the Client.

Background IP — methods, models, templates, research instruments, and analytical tools owned by the Practice before an Engagement or developed outside it.

2 · How an engagement begins

The Practice does not begin work on a verbal instruction, a purchase order, or an accepted proposal alone.

An Engagement begins when three conditions are met: a signed engagement letter or statement of work is in place; the first payment has cleared; and the access described in clause 6 has been granted.

Proposals are open for 30 days from issue. After that, terms are requoted.

Correspondence, a discovery call, or a proposal does not create a client relationship and does not oblige either party to proceed.

3 · Stages of work

The Practice offers three stages. Each is self-contained. The Client may stop after any of them.

3.1 · Audit

A paid diagnostic. The Practice reviews current numbers — traffic, conversion, average order value, repeat purchase, acquisition cost — together with the Client's communication, its competitive set, and its position.

The Audit produces a written document setting out where money is being lost, what is working, and what to address in order of priority, followed by a working session.

Duration is two to three weeks from the start conditions in clause 2. The fee is fixed and payable in advance. The document remains the Client's whether or not the Client continues.

An Audit is a diagnosis. It does not include implementation of anything it recommends.

3.2 · Project

A defined problem with a beginning and an end. Usually positioning or growth strategy.

Positioning covers segment definition, the promise, differentiation, a message system across contact points, verbal and visual direction, and a document the Client's team can work from without the Practice.

Growth strategy covers channel architecture, funnel economics, budget allocation, decision metrics, and a plan over six to twelve months.

Duration is four to eight weeks. The fee is fixed: half in advance, half on delivery. Progress meetings are held weekly. The Project ends with the handover of the document and a working session with the Client's team.

3.3 · Advisory

Monthly work implementing and adjusting a strategy that already exists.

Advisory covers oversight of execution, whether by the Client's team or by contractors; a monthly review of the numbers with adjustment; consultation on decisions; and direction of the people carrying out the work.

The fee is a fixed monthly sum for an agreed volume of hours, payable in advance, under an agreement of three to six months with the fee reviewed at renewal.

Advisory follows a Project. The Practice does not accept Advisory engagements without a strategy already in place, because there is nothing to advise on: the work becomes an open queue of small requests, which is neither what the Client is paying for nor what the Practice does.

4 · What is not included

The following fall outside every Engagement, at every stage:

• social media account management and community management;
• content production — copywriting to volume, photography, video, editing, design execution;
• media buying and advertising account operation;
• website development, hosting, and maintenance;
• reporting as a standing service;
• public relations and media outreach;
• staffing, recruitment, and management of the Client's employees.

The Practice is responsible for decisions, not for hands. Where execution is required, the Practice will identify contractors and direct them under clause 8. Where the Practice does not do the work and does not wish to direct it, it will say so and, where it can, recommend someone who does.

Nothing in this clause prevents the parties agreeing additional services in writing under clause 5.

5 · Changes to scope

Anything not described in the engagement letter is separate work at a separate fee.

A request for additional work is quoted before it is started. Neither party is obliged to accept. The existing Engagement continues on its original terms regardless of the outcome.

The Practice will not absorb additional work silently and then raise it at invoicing.

6 · The Client's obligations

The Client shall:

• provide read access to analytics, advertising accounts, and sales or platform reporting relevant to the Engagement, before work begins;
• name one person authorised to give instructions and approve deliverables;
• respond to requests for information, approvals, and decisions within five business days;
• ensure that Client Materials are accurate and that the Client holds the rights to supply them.

The Practice relies on Client Materials as supplied and does not independently verify them. Where they are inaccurate or incomplete, the Practice is not responsible for conclusions drawn from them.

7 · Delay

Where the Client does not meet a deadline for information, access, approval, or decision, the schedule extends by the period of the delay. No penalty, discount, or credit arises against the Practice.

Where a delay exceeds 20 business days, the Practice may treat the Engagement as suspended and invoice for work performed to that point.

8 · Contractors

Where an Engagement requires execution, the Practice may identify and direct contractors.

Contractors are engaged and paid by the Client directly, as a separate line of budget. The Practice's fee does not include their cost, and the Practice does not mark it up, receive commission from it, or accept payment from contractors for referral.

The Practice is responsible for briefing and reviewing contractor work against the brief. It is not responsible for the contractor's performance, solvency, or conduct.

9 · Fees and payment

Fees are quoted and payable in United States dollars. Bank charges, currency conversion, and intermediary fees are borne by the Client; the Practice must receive the invoiced amount in full.

Invoices are due on receipt. An invoice unpaid after 15 days accrues interest at 1.5% per month or the maximum permitted by Florida law, whichever is lower.

Where an invoice is unpaid after 20 days, the Practice may suspend work on notice. Suspension does not extend the term, and the schedule adjusts under clause 7.

Fees exclude taxes. Where withholding tax applies in the Client's jurisdiction, the invoiced amount is grossed up so that the Practice receives the sum invoiced.

Travel and out-of-pocket expenses are agreed in advance and invoiced at cost.

10 · Results

The Practice does not guarantee a revenue figure, a growth rate, a ranking, a conversion rate, or any other commercial outcome.

Commercial results are determined by product, price, service, distribution, season, and competition. Marketing moves some of those variables and not others. A guaranteed number is a number someone has already priced the failure of.

What the Practice does guarantee: the scope and composition of the work as described in the engagement letter; the schedule, subject to clause 7; and transparency of measurement — the Client sees the same metrics, drawn the same way, as the Practice does.

Where the parties wish to link fee to outcome, it is done by written variation and requires agreed metrics, an agreed source of measurement, and an agreed period. The Practice does not accept commission-only or contingent-only arrangements.

11 · Confidentiality

Each party shall keep the other's confidential information in confidence, use it only for the Engagement, and disclose it only to those who need it and are bound to equivalent terms.

Confidential information excludes information that is public through no breach of these terms, was already lawfully held, is independently developed, or must be disclosed by law — in which case the disclosing party gives notice where it lawfully can.

These obligations survive termination by three years, and indefinitely for anything that constitutes a trade secret.

12 · Intellectual property

Background IP remains the property of the Practice. Nothing in an Engagement transfers it.

On payment in full for the relevant Engagement, the Client receives a perpetual, worldwide, non-exclusive licence to use the Deliverables for its own business purposes, including the right to have them implemented by its own staff and contractors.

Before payment in full, the Client holds no licence to use the Deliverables.

The Client may not resell the Deliverables, license them to third parties, or present the Practice's methods and frameworks as its own product.

Client Materials remain the property of the Client. The Practice's licence to use them ends with the Engagement, subject to clause 13.

13 · Right to publish

The Practice may describe the work performed and the results measured.

The form is agreed at the start of the Engagement and recorded in the engagement letter as one of the following:

1. Named — the Client is identified.
2. Descriptive — the Client is described by category, size, and market without being named.
3. Withheld — no publication.

Where the parties do not record a choice, option 2 applies.

Publication follows measurement. The Practice does not publish a case on the basis that work has begun.

Confidential information under clause 11 is not published under this clause in any form. Where option 1 or 2 applies, the Client is shown the text before it is published and may correct factual error. Approval is not withheld on grounds of preference.

A testimonial is separate from this clause. It is requested once, is given or not given, and creates no obligation either way.

14 · Data protection

Where the Practice processes personal data on the Client's instruction — for example, customer data inside an analytics account — the Practice acts as processor and the Client as controller. The Practice processes such data only for the Engagement, applies appropriate technical and organisational measures, and returns or deletes it on termination.

Where the Client is established in the European Union or the United Kingdom, or its data subjects are, the parties shall enter the data processing terms required by applicable law before such processing begins, including a transfer mechanism for data leaving that territory.

The Practice's handling of personal data collected through its own website is described in its Privacy Notice.

15 · Liability

15.1 · The limit

THE PRACTICE'S TOTAL LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO AN ENGAGEMENT IS LIMITED TO THE FEES PAID BY THE CLIENT FOR THAT ENGAGEMENT.

THIS LIMIT APPLIES TO CLAIMS OF EVERY KIND, WHETHER BROUGHT IN CONTRACT, IN NEGLIGENCE, IN ANY OTHER TORT, OR UNDER STATUTE, AND INCLUDING CLAIMS ARISING FROM THE PRACTICE'S OWN NEGLIGENCE.

THE CLIENT ACKNOWLEDGES THAT IT HAS READ THIS CLAUSE, THAT IT UNDERSTANDS WHAT IT IS GIVING UP, THAT IT HAS HAD THE OPPORTUNITY TO TAKE LEGAL ADVICE ON IT, AND THAT THE FEES HAVE BEEN SET ON THE BASIS OF THIS LIMIT AND WOULD BE HIGHER WITHOUT IT.

15.2 · What the limit does not cover

Nothing in clause 15 limits or excludes liability for fraud, for wilful misconduct, or for anything that cannot be limited or excluded under applicable law.

15.3 · Indirect loss

Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, or any indirect or consequential loss, however arising.

15.4 · Who is protected

The limit in clause 15.1 applies for the benefit of the Practice and of its members, employees, agents, and contractors, each of whom may enforce it as a third-party beneficiary.

The Client shall bring any claim arising out of or relating to an Engagement against the Practice alone, and not against any individual member, employee, agent, or contractor of the Practice. This does not limit the Client's remedies against the Practice.

Individuals performing work under an Engagement are not parties to the engagement letter and are named in it, if at all, for identification only.

15.5 · What the Practice is responsible for

The Practice provides analysis, recommendation, and direction. Decisions on whether and how to act on them, and responsibility for the consequences of those decisions, rest with the Client.

15.6 · Indemnity

The Client shall indemnify the Practice against third-party claims arising from Client Materials, from the Client's products and the claims the Client makes about them, and from the Client's implementation of any recommendation.

15.7 · Time limit

Any claim must be brought within twelve months of the date on which the party bringing it first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

16 · Term and termination

Either party may terminate an Engagement on 30 days' written notice.

Either party may terminate immediately where the other commits a material breach that is not remedied within 15 days of notice, or becomes insolvent.

On termination: fees paid are not refunded; work not performed is not invoiced; work performed and not yet invoiced becomes payable within 15 days. Deliverables completed and paid for remain licensed to the Client under clause 12. Deliverables in progress are not transferred.

Clauses 11, 12, 13, 15, 16, and 18 survive termination.

17 · Independence and non-exclusivity

The Practice is an independent contractor. Nothing creates employment, partnership, agency, or joint venture. Neither party may bind the other.

The Practice works with a limited number of clients at a time and may decline work on grounds of conflict. It does not accept exclusivity across a category except by separate written agreement and for separate consideration.

Neither party shall solicit the other's employees or contractors engaged on the Engagement, during it and for twelve months after, other than through general public advertising.

18 · Governing law and disputes

These terms and every Engagement are governed by the laws of the State of Florida, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before commencing proceedings, the parties shall attempt to resolve the dispute in good faith, in writing, within 30 days, at the level of the person authorised to settle it.

Any dispute not resolved under the paragraph above shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Fort Lauderdale, Florida, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

This clause does not apply to a claim for unpaid fees of USD 10,000 or less, which either party may bring in the small claims division of the county court in Broward County, Florida. Either party may also seek injunctive relief in court to protect confidential information or intellectual property.

Where the Client is a business established in the European Union or the United Kingdom, nothing in this clause displaces mandatory provisions of the law of the Client's jurisdiction that apply irrespective of choice of law.

19 · General

Entire agreement. The engagement letter and these terms are the whole agreement and replace prior discussions, proposals, and representations.

Amendment. Only in writing, signed by both parties. The Practice's terms may be revised for future Engagements; a revision does not alter an Engagement already under way.

Severability. If a provision is unenforceable, the remainder stands.

Assignment. Neither party may assign without the other's written consent, except to a successor of substantially all of its business.

Notices. In writing, by email to the addresses in the engagement letter, effective on the business day after sending.

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. Where such an event lasts more than 60 days, either party may terminate under clause 16.

Language. The governing language is English. Any translation is for convenience.

No waiver. Failure to enforce a provision is not a waiver of it.

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This version supersedes all previous versions. Superseded versions are available on request.