Legal

Terms of Service

Last updated: September 29, 2026 · Effective date: September 29, 2026

1. Agreement

These Terms of Service ("Terms") govern your use of services provided by Vega Studio, operated by Francisco Vega ("Company", "we", "us", "our"), and your engagement with us for consulting and execution services. By engaging our services or using our website at vega-studio.com, you agree to be bound by these Terms.

2. Services Offered

Vega Studio offers go-to-market advisory and execution services, including but not limited to:

• GTM Diagnostic: A fixed-scope two-week engagement delivering a written GTM read, ICP, messaging draft, and 90-day plan. The fee is credited toward the Fractional GTM Lead retainer if you continue.
• Fractional GTM Lead Retainer: Ongoing monthly senior go-to-market leadership and AI-leveraged execution (positioning, outbound, content and reporting), with a three-month minimum term.
• Larger scopes and white-label work: Scoped individually in a written SOW.

All services are described in writing in a signed Statement of Work (SOW), proposal, or engagement agreement. In case of conflict between these Terms and a signed SOW, the SOW controls.

3. Pricing and Payment

Fixed-price engagements (e.g., the GTM Diagnostic) are non-refundable once work has commenced. Payment is due upon invoice or according to the terms in your SOW.

Retainer engagements are billed monthly in advance and carry a three-month minimum term. After the minimum term, cancellation requires 30 days' written notice and ends at the end of the current billing month.

Variable-scope engagements are billed on a time-and-materials basis at rates specified in your SOW, with invoices issued monthly.

All fees are exclusive of taxes, unless otherwise stated. You are responsible for any applicable sales tax, VAT, or other taxes arising from your purchase.

4. Refund and Cancellation Policy

GTM Diagnostic and fixed-price engagements: No refunds once work has commenced, defined as the first day of the engagement as stated in the SOW. If you cancel before work begins, we will refund 100% of fees paid.

Retainer engagements: After the three-month minimum term, you may cancel with 30 days' written notice. No refund for the current month is provided; cancellation takes effect on the last day of the current billing cycle.

Execution deliverables: Once a deliverable (web design, copy, campaign) has been delivered and approved by you, it is considered final and non-returnable. Revisions are governed by the SOW.

Dispute resolution: If you believe a refund is warranted due to a breach on our part, you must notify us in writing within 14 days of the disputed invoice or completion date. We will respond within 10 business days.

5. Scope and Deliverables

The scope of work, deliverables, timeline, and success criteria are defined in a written SOW, proposal, or engagement agreement signed by both parties. Requests outside the agreed scope require a separate written change order and may incur additional fees.

Deliverables are provided "as-is" and based on information and materials you provide. We are not responsible for errors or omissions in materials you supply. You represent that all content you provide does not infringe third-party intellectual property rights.

6. Limitation of Liability and Disclaimers

No guarantee of results: Vega Studio does not guarantee specific business results, revenue targets, conversion rates, or client acquisition outcomes. Our services are advisory and execution support. Results depend on market conditions, your team's implementation, and factors outside our control.

Limitation: Our total liability to you for any claim arising from these Terms or our services shall not exceed the fees you paid for the service in question during the 12 months preceding the claim.

No indirect damages: In no event shall Vega Studio be liable for lost profits, lost revenue, lost data, or any indirect, incidental, consequential, or punitive damages, even if advised of the possibility of such damages.

Third-party services: We are not responsible for the performance, availability, or security of third-party platforms, tools, or services you use in connection with our engagement (e.g., your CRM, email provider, analytics platform).

7. Intellectual Property

Client ownership: You retain ownership of all feedback, data, and materials you provide to us. Upon final payment, you own the deliverables created specifically for you (e.g., custom web design, positioning documents, messaging frameworks, custom code).

Our IP: We retain ownership of our methodologies, frameworks, processes, and tools developed outside this engagement. You may use them as needed to implement our recommendations, but you may not resell or redistribute them to third parties.

License to use: We grant you a non-exclusive, royalty-free license to use deliverables for your internal business purposes. You may not sublicense, sell, or transfer deliverables without our written consent, except as part of a business acquisition or asset sale.

Third-party content: Deliverables may include licensed fonts, images, or code. You agree to respect all applicable licenses and not to violate copyright, trademark, or patent rights.

8. Confidentiality

Both parties agree to keep confidential any proprietary information, business strategies, financial data, customer information, or other sensitive information shared during the engagement ("Confidential Information").

Confidentiality obligations do not apply to information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

We may reference you as a client in our marketing materials, case studies, or logos on our website, unless you explicitly opt out in writing.

9. Your Responsibilities

To maximize the effectiveness of our engagement, you agree to:

• Provide timely, accurate information, data, and materials as requested.
• Make decisions and approvals on deliverables within the timeline specified in the SOW.
• Ensure your team is available for meetings, workshops, and feedback sessions as scheduled.
• Implement recommendations and execute deliverables as planned.
• Ensure that all materials you provide do not violate third-party intellectual property or privacy rights.

Delays or failures on your part may impact the engagement timeline and deliverables. We are not responsible for results if you do not provide necessary information or access.

10. Termination

For cause: Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days of written notice.

For convenience (Retainer only): After the three-month minimum term, you may terminate a retainer engagement with 30 days' written notice. Fixed-price engagements may only be terminated for cause.

Effect of termination: Upon termination, all outstanding invoices are immediately due. You forfeit any unused prepaid retainer fees. We will return all of your materials and provide any completed work-in-progress as of the termination date.

11. Modification of Terms

We may update these Terms at any time. Changes take effect 30 days after posting to our website. Continued use of our services after changes constitutes acceptance of the updated Terms. For ongoing retainer engagements, material changes require your written consent.

12. Governing Law and Dispute Resolution

These Terms and any engagement are governed by and construed in accordance with the laws of the State of New Jersey, USA, without regard to its conflict of law principles.

Informal resolution: Before pursuing formal legal action, either party agrees to first attempt to resolve disputes through good-faith negotiation.

Jurisdiction: You consent to the exclusive jurisdiction and venue of the state and federal courts located in New Jersey, USA.

13. Entire Agreement

These Terms, together with any SOW, proposal, or engagement agreement, constitute the entire agreement between you and Vega Studio regarding the services and supersede all prior understandings, whether written or oral.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. Contact