Visuable Service Terms
Purpose
The Client intends to use the Services provided by the Service Provider (Visuable Ltd) to support and grow its business activities, and the Service Provider is ready to provide these Services.
In recognition of this understanding, both parties agree to the following terms.
1. Definitions
Proposal means the Services, the Scope of Work, the Pricing, the Payment Plan and the Generic Timeline shared with the Client in a separate email or document and forms an integral part of this Agreement. Each Proposal is bespoke to meet each Client’s needs, however all other general terms set forth in this agreement are fixed and common to all our clients.
Scope of Work means a list of agreed project tasks, deliverables and milestones as detailed in the Proposal.
Project Onboarding Call marks the start of the Generic Timeline which is the projected time needed to deliver the Scope of Work, assuming no project delays. It is a necessary step to kick off the project and allows the Client to meet their SEO specialist, designer, and/or copywriter, discuss key details of their brief, and review the next steps in the process.
Project Training Call refers to the final meeting for the provision of Services, during which website training is provided and any last adjustments are delivered to the Client. This call marks the Project Completion date upon delivery of all Services. For SEO Boost projects, the Project Completion date is when the Client’s live site is connected to the Google Search Console.
Aftercare Period means ten (10) Business Days following the Project Training Call during which any reasonable issues relevant to the Services are addressed.
Business Day means a day (other than a Saturday or Sunday) on which banks generally are open in London-UK for the transaction of general banking business.
2. Service Engagement, Scope, and Delivery
2.1. The Client agrees to engage the Service Provider for the Services outlined in the Proposal. An Invoice will be sent after the Client has agreed to the Proposal, accompanied by a copy of this Service Agreement. The Client’s payment of this Invoice indicates acceptance of this Agreement.
2.2. The scope of the Services is detailed in the Proposal. No additional services shall be provided unless otherwise agreed in writing between the Parties.
2.3. If the Client requests Additional Services during or after this Agreement’s Term, the Service Provider will provide a quote and timeline in a new Proposal. The Client must agree in writing and pay the additional invoice before the Service Provider begins work on the Additional Services.
2.4. The Services will be completed in phases. Each phase requires Client feedback and approval (email is sufficient), which should not be unreasonably delayed. Delayed feedback may pause the project timeline as outlined in Clause 3.2. Once a phase is approved, it cannot be revised unless additional services are purchased.
2.5. The Services are considered complete once all deliverables, including the Project Training Call, are provided. If the Client does not schedule the training within 2 months of the final design round (i.e., Revision #3, or Revision #2 in case of Review and Restyle package), a recorded training video will be shared, marking the Project Completion date. Client feedback is gathered during each phase, and the project is deemed complete upon delivery of the final phase. Approval of the final phase must not be unreasonably delayed or withheld.
3. Term and Termination
3.1. The Term of this Agreement shall commence when the Client pays the first invoice, confirming their understanding and acceptance of its terms, the Proposal’s scope, and timeline. It remains in effect until either (a) the work is completed and delivered (unless extended per Clause 3.2) or (b) either party cancels it under Clauses 3.3 and 3.4.
3.2. The Project Timeline will be extended, delayed, or paused if:
(a) the Client does not provide timely feedback or project materials needed to continue the work (e.g., within 2–3 days). The timeline will resume once the Client provides the required input. The Service Provider will inform the Client of:
· Missing feedback or changes affecting progress,
· The date the timeline is paused, and
· The date it restarts
(b) the Client requests significant changes to the original Scope of Work. The Service Provider will then update the timeline, revise the Scope of Work, and propose any Additional Services as per Clause 2.3.
3.3. The Project Timeline cannot stay paused indefinitely. If the issue causing the pause is not resolved within 2 months of notification (per Clause 3.2), the Service Provider may terminate the Services, notify the Client (via email), and issue a final invoice for work completed up to that date.
3.4. Either Party may terminate this Agreement at any time with 30 days written notice. Compensation details are outlined in Clause 7. Immediate termination is allowed if one Party breaches the Agreement and fails to fix the issue within 10 days of receiving written notice specifying the breach.
3.5. Termination does not affect any rights or obligations already earned or due, including payment for completed services, or the terms in Sections 4, 5, and 8.
4. Service Provider’s Responsibilities
4.1. To deliver the Scope of Work as outlined in the Proposal and the Additional Services Proposal within minor and reasonable deviations of the Project Timeline.
5. Client’s Responsibilities
5.1. The Client must provide timely feedback, information, access, and materials (e.g., logins, data, text, images, videos) needed for the Service Provider to complete the work as outlined in the Proposal. Delays in providing these or in making payments may extend, delay, or pause the Project Timeline, as per Clause 3.2.
5.2. The Client is required to complete any and all formal feedback forms requested by the Service Provider to ensure all comments and requested amendments are properly recorded in the project log.
5.3. The Client will reimburse the Service Provider for Expenses like stock photos, plugins, or fonts. All fees, if any, will be communicated and agreed upon in advance in writing.
5.4. If a project experiences a large delay (e.g., over 6 months) caused by the Client, additional costs may apply due to changes in pricing or project restart costs.
5.5. The Client is responsible for paying any external subscription fees needed to launch the website, such as domain charges, or web hosting services (e.g., Squarespace, Shopify, or Mailchimp).
6. Compensation
6.1. The Service Provider will invoice the Client as per the Payment Plan, including a down payment required before starting work. A Project Onboarding Call will be scheduled once the down payment is received. Work will not begin until the payment and Project Onboarding Call are complete.
6.2. Any project add-ons requested throughout the project process will be billed at the time of booking. The Service Provider will send the invoice or a payment link and will wait for a down payment before proceeding with the additional Scope of Work.
6.3. Invoices shall be paid within 7 days from receipt.
6.4. If a payment is missed, the Service Provider will pause work and hold deliverables until payment is made. Payments overdue by more than 30 days will incur a 3% compounding late fee, added every 7 days until fully paid.
6.5. If the project isn’t completed within 1 year from the start date due to Client delays in providing assets, feedback, or engagement, the Service Provider may terminate the Agreement and issue a final invoice for any completed work.
7. Cancelations and Refunds:
7.1. The Client may decide to cancel this Service Agreement for any reason within 30 days of project initiation and receive a 100% refund, provided that the Project work has not commenced nor has the onboarding call been delivered.
7.2. After 30 days of project initiation, the Client is entitled to up to 85% of the total project fees. 15% of said fees cover initial project administration and are non-refundable.
7.3. If the project work has already commenced and a project cancellation request is received, the Service Provider will attempt to resolve any concerns via email or request to schedule a clarifying call to discuss and agree on the terms of cancellation.
7.4. The Service Provider will assess the proportion of the Scope of Work delivered to the Client and decide, based on company standard guidance, a fair percentage of the project fees to be refunded to the Client.
7.5. If the project progresses beyond the onboarding phase, the Service Provider will keep 25% of the total project fees in order to cover project initiation, planning, onboarding, and creative conceptualisation (brand concept, website wireframe, project plan).
7.6. In case of cancellation, the Client is required to cover any additional expenses incurred by the Service Provider in accordance with clause 5.3.
7.7. No refunds apply if the Client cancels the project 1 calendar year after project initiation, while invoices for work delivered to date may be issued in accordance with clause 6.5.
7.8. The Service Provider may cancel this Agreement for reasons such as skills mismatch, mistreatment, discrimination, or non-payment. If this happens, a partial refund will be given based on the work completed, as determined by the Service Provider.
8. Intellectual Property
8.1. Upon receipt of full and final project payment, the Service Provider grants the Client full ownership of the Copyright to the final Works produced or that will be produced by the Service Provider for the Client (the Work) including logo, graphics, copywriting, and website design. All photographs, illustrations, graphics, fonts, and icons sourced by the Service Provider are royalty-free and can be used without credits unless otherwise stated.
8.2. The Service Provider maintains authorship and moral rights over the Work produced for the Client. These include: the right to be identified as the author of the Work, the right to object to derogatory or negative treatment of the Work, and the right to use the authorships right for displaying the Work in our portfolio, marketing materials, submitting work for awards, or for similar promotional purposes.
8.3. For the avoidance of doubt, the Service Provider does not grant the Client any rights to reproduce or disclose background Intellectual Property such as the procedures and methodologies followed in consultancy, expert calls, onboarding forms, onboarding, revision and training calls as well as reports provided by the Service Provider.
9. Confidentiality
9.1. Both Parties agree to keep any sensitive information shared during this Agreement confidential. This includes business plans, financial data, brand strategies, workflows, customer information, trade secrets, and any other proprietary information disclosed during the project.
9.2. Each Party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and not to disclose it to any third party without the prior written consent of the disclosing Party.
9.3. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving Party, (ii) was lawfully obtained from a third party without breach of confidentiality, or (iii) is required to be disclosed by law.
9.4. These confidentiality obligations will last for the term of this Agreement and two years afterward, starting from the project cancellation or completion date, whichever happens first. Confidentiality obligations shall also extend to proprietary methodologies, processes, and documentation provided by the Service Provider during the project.
9.5. Both Parties shall comply with EU GDPR concerning any personal data processed under this Agreement.
10. Independent Contractor
10.1. The Service Provider is an independent contractor and not an employee, partner, or agent of the Client, and cannot make decisions for the Client.
10.2. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the Parties.
11. Limitation of Liability and Indemnification
11.1. Neither Party is liable for indirect damages, such as lost profits or business interruptions, regardless of how they occur.
11.2. The total liability of either Party under this Agreement shall not exceed the total fees paid or payable by the Client.
12. Miscellaneous
12.1. This Agreement and the Proposal emailed to the Client are the entire agreement for the Services. The Proposal includes the Scope of Work, Services, Generic Timeline, and Pricing and is part of this Agreement. No other agreements, representations, or terms shall apply unless mutually agreed in writing by both parties.
12.2. This Agreement shall be governed by the laws of England and Wales.
12.3. A delay or failure by either party to enforce their rights under this Agreement does not waive those rights.
12.4. All notices required to be delivered under this Agreement shall be effective only if in writing.
12.5. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same Agreement.
12.6. No third party shall have any rights under or in connection with this Agreement. This Agreement is for the sole benefit of the Service Provider and the Client, and no other party shall have the right to enforce any of its terms.
13. Agreement Signatures
13.1. Digital signatures are captured automatically by our online signatures platform.
CONTACT
To contact us, please e-mail hello@visuable.co or write to us at the address below:
UK registered address: 20-22 Wenlock Road, London, England, N1 7GU
Cyprus registered address: Archiepiskopou Makariou III, 33, Flat 52, Larnaca, 6017, Cyprus