Terms & Conditions
These terms govern your access to and use of Vectruva's advisory services, client portal and related applications. By engaging Vectruva or using our portal you agree to these terms.
1. About Vectruva
Vectruva is an Australian-founded advisory firm that provides AI-augmented business consulting services. References to "Vectruva", "we", "us" or "our" mean the Vectruva entity engaging you under a signed proposal or order form. References to "you", "your" or "Client" mean the organisation receiving our services and its authorised users.
2. Definitions
- Services — the advisory, analytical, AI-generated and reporting services described in your engagement scope.
- Portal — the Vectruva client portal at portal.vectruva.com and related Vectruva applications.
- Deliverables — written, visual or digital outputs produced for you under an engagement (reports, dashboards, models, presentations and similar).
- Client Data — the data, files and information you provide to Vectruva or upload to the Portal in connection with the Services.
- Subscription — recurring monthly fees for a tier of Services (Analyst, Advisor or Principal).
- Scope Fee — a one-off fee for the engagement scope and design effort, as set out in your proposal.
3. The Services
We provide fractional business advisory services across three subscription tiers — Analyst, Advisor and Principal — as described on our website and in your engagement proposal. Services may include diagnostic engagements, AI-augmented analysis, document and deliverable generation, ongoing advisory and access to the Portal.
The specific scope, deliverables, timeline, principal contact and tier applicable to your engagement will be set out in your signed proposal or order form, which forms part of these terms.
4. Eligibility & Accounts
The Portal is invitation-only. You may only access the Portal if Vectruva has issued you an invitation. You are responsible for keeping your account credentials secure and for all activity that takes place under your account. You must be authorised to bind your organisation to these terms.
5. Subscription, Fees & Billing
Subscription Fees and Scope Fees are quoted in Australian Dollars (AUD), exclusive of GST unless stated otherwise. Total engagement value is calculated as: (monthly Subscription × engagement duration) + Scope Fee, less any discount specified in your proposal.
Subscription Fees are billed monthly in advance. Scope Fees are billed according to the milestone payment schedule in your proposal. Invoices are payable within 14 days of issue. Late payments may incur interest at the Reserve Bank of Australia cash rate plus 4% per annum.
Subscriptions auto-renew month to month unless cancelled by either party with at least 30 days' written notice. We may revise Subscription Fees at renewal with at least 30 days' notice.
6. Your Responsibilities
- Provide accurate, complete and timely information needed for us to deliver the Services.
- Ensure you have the right to share any Client Data you provide.
- Comply with all applicable laws, including privacy, export and competition laws.
- Use the Portal only for the purposes of your engagement and in accordance with these terms.
7. Acceptable Use
You must not, and must not permit any third party to:
- Reverse engineer, scrape or attempt to extract source code or AI prompts from the Portal.
- Upload malicious code, attempt to disrupt the Portal, or probe its security without authorisation.
- Use the Services to develop a competing advisory product.
- Resell, sublicence or share Deliverables or Portal access with parties outside your organisation without our prior written consent.
8. Confidentiality
Each party agrees to keep the other party's confidential information confidential and use it only for the purposes of the engagement. Confidentiality obligations survive for five years after the engagement ends, or indefinitely for trade secrets and personal information. We may disclose your information where required by law, provided we give you reasonable notice where lawful to do so.
9. Client Data & Privacy
You retain all rights in Client Data. You grant us a non-exclusive, worldwide licence to host, process, analyse and use Client Data for the purposes of providing the Services, improving our methodology in de-identified form, and meeting our legal obligations. Our handling of personal information is governed by our Privacy Policy.
10. Intellectual Property
Vectruva retains all rights in our methodology, frameworks, AI agents, prompts, skill libraries, Portal source code and pre-existing materials. On full payment of the relevant Fees we grant you a non-exclusive, perpetual, worldwide licence to use the Deliverables for your internal business purposes.
You may not redistribute, publish, or use Deliverables for the benefit of third parties without our prior written consent.
11. AI-Generated Content
Some Deliverables and Portal outputs are produced with the assistance of large language models and other AI systems. Although our methodology includes quality review and human-in-the-loop checks, AI-generated content may contain errors, gaps or out-of-date information.
12. Third-Party Services
To deliver the Services we rely on a small number of trusted sub-processors for hosting, AI processing, data storage, authentication, transactional email and analytics. A current list of these providers is available on request and is summarised in our Privacy Policy.
13. Warranties & Disclaimers
We will perform the Services with reasonable skill, care and diligence consistent with industry practice. To the maximum extent permitted by law, and subject to non-excludable consumer guarantees under the Australian Consumer Law, the Services and Portal are provided on an "as is" and "as available" basis, and we exclude all other warranties, conditions and representations, whether express or implied.
14. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, punitive or consequential loss, including loss of profits, revenue, data or business opportunity, arising out of or in connection with these terms.
Our total aggregate liability arising out of or in connection with the Services is limited to the Fees paid by you under the relevant engagement in the 12 months preceding the event giving rise to the claim. Nothing in these terms limits liability where it cannot lawfully be limited.
15. Indemnification
You agree to indemnify Vectruva against any third-party claim arising out of (i) your use of the Services in breach of these terms, (ii) Client Data infringing third-party rights, or (iii) your violation of applicable law. We agree to indemnify you against any third-party claim that the Deliverables, as supplied by us, infringe Australian intellectual property rights.
16. Term & Termination
These terms continue while you have an active Subscription or live engagement. Either party may terminate for material breach with 30 days' written notice if the breach is not cured. We may suspend Portal access immediately if you fail to pay overdue Fees, breach acceptable use, or pose a security risk. On termination, we will return or delete Client Data on request, subject to our retention obligations.
17. Changes to these Terms
We may update these terms from time to time. Material changes will be notified via the Portal or email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance.
18. Governing Law & Dispute Resolution
These terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales. Before commencing legal proceedings the parties will attempt in good faith to resolve disputes through senior-level discussion for at least 30 days.
19. General
These terms, together with your engagement proposal, are the entire agreement between the parties on the subject matter. If any provision is found unenforceable, the remainder continues in effect. Neither party may assign these terms without the other's consent, except to a successor in a corporate restructure or sale of business.
20. Contact
Questions about these terms should be sent to support@vectruva.com.