Visuable Service Agreement
0. DEFINITIONS
Project Term: 365 days (1 calendar year) from both parties signing the service agreement.
Proposal: email outlining the scope of work, project timeline, and payment plan.
Service Agreement: this document.
Scope of Work: a package with a list of agreed project deliverables and milestones.
Payment Plan: project payment terms and schedule.
Project Timeline: amount of time (in weeks) between Project Onboarding Call and Training Call (excluding any project pause periods).
Project Onboarding Call: a planning meeting where the project plan, website structure, and brand concept are explored, defined, and agreed.
Project Phases: key project milestones that need to be signed off before moving forward.
Project Training Call: project finalisation meeting where the training is provided and final amendments delivered.
Aftercare Period: 10 business days following Project Training Call to request amendments on existing scope of work.
1. PROJECT TERM
The Client hereby retains the Company to provide services in connection with the Scope of Work described in the Proposal associated with this Service Agreement.
This engagement between the Company and the Client shall commence on the signing of this document and shall continue for 365 days (1 calendar year) through the completion of the project or cancellation by either party in accordance with paragraph 5 of this service agreement.
The Project Timeline specified and agreed upon within the Proposal shall commence on the date of the Project Onboarding Call. The agreed Project Timeline will be paused and frozen if the necessary project assets are missing on the client end, preventing the Company from moving forward with the project work. The timeline will restart upon delivery of said assets by the client.
2. SCOPE OF WORK
The Scope of Work of the project has been detailed in the proposal associated with this service agreement, and no additional services outside of the scope of work can be provided as part of this service agreement.
Your project will be completed in Project Phases. Completion of each Project Phase will require your feedback and approval. Once a phase is approved and signed-off, our team will be unable to modify or revise the Scope of Work already approved. Any adjustments outside of the initially agreed upon scope of work and conceptual direction incur additional charges.
The project will be paused or frozen if there are significant changes or deviations from the initial Scope of Work and conceptual direction outlined in the Onboarding Call and a clarification call will be booked with the Accounts Team before proceeding.
Upon completion of the agreed Scope of Work, 10 business Days of Aftercare will be offered, which shall apply to fixing any issues related to the agreed Scope of Work. Once the Aftercare period is over, any requests will be quoted as extras.
If Additional Services beyond those described in the Scope of Work are required or desired by the Client during or after the project delivery, the Company will quote a fee for such services, and the Client shall approve such fee prior to the Company performing the additional services.
All fees quoted are estimates based on our best knowledge and understading of the project requirements and are subject to change if the Scope of Work is updated or additional requirements are provided by the Client after the fee was quoted. The Company will conduct a review of briefs and content before commencing work and will promptly notify the client of any potential additional fees.
All projects are deemed finalised when the entirety of the Scope of Work has been delivered. The project cannot remain paused indefinitely, if the client has not provided the necessary assets, feedback or scheduled a Project Training Call / Going Live Call. If the Company does not hear from the client for several months regarding feedback or Training Call, we reserve the right to complete the project automatically, record the Training and issue the final invoice.
Upon completion of the project, the client is required to make the final project instalment payment. The client is entitled to access complimentary benefits such as Project Training Call and/or Going Live Call for launching the website.
Following project completion, the Company will remain at the Client's disposal for a period of 10 business days, as part of the Aftercare. Please note that after the Aftercare period, the designated designer will be released from the project and no longer be actively available for assistance. When the free Aftercare period runs out, additional support will be quoted for.
3. PAYMENT TERMS
The Client agrees to pay the Company the Project Fee as indicated in the Proposal and the Payment Plan. It is within the Company’s obligations to invoice the Client.
The Company will invoice the client for a down payment ahead of commencing the project work. The Project Onboarding Call will then be scheduled upon receipt of the down payment or a presentation of the payment confirmation. No project work will be conducted prior receiving the down payment and prior to the Project Onboarding Call.
Any project add-ons requested throughout the project process will be billed at the time of booking. The company will send the invoice or a payment link and will wait for a down payment before proceeding with the additional Scope of Work.
Expert Calls and Consultancy Projects are required to be paid in full in advance of scheduling and delivery.
The company will invoice the client throughout the project process in accordance with the Payment Plan agreed upon booking. The invoices shall be paid within 7 days from receipt. Payments shall be made via bank transfer, Direct Debit, Payoneer, 99Designs, Stripe or PayPal.
If at any point during the project, a portion of the fee is not paid in accordance with the Payment Plan, the Company will cease the project work and withhold delivery of the work product until the outstanding fees are paid.
Overdue Invoices for more than 30 days incur 3% compounding interest fees, which are added to the outstanding balance every 7 days. The Company will update the final invoice every 7 days and re-issue it to the Client.
If the project is not completed within 365 days (1 calendar year) of the date of signing this agreement, and the delay is due to the Client's ability to provide assets, feedback or engage with the company in order to kickstart, progress through and complete the project, rather than the Company's, the full payment will be due and invoiced.
4. CLIENT DUTIES
Throughout the duration of the project, the Client agrees to provide all information, data, text, graphics, images, video, or documentation that are required by the Company to effectively perform its services in connection with the Scope of Work.
Throughout the project, it is recommended that the Client provides feedback on any project work drafts within a period of 2 to 5 working days, in order to ensure that the agreed-upon Project Timeline and Delivery Date are met. If feedback is not provided, the Project Timeline will be frozen, and the agreed-upon Delivery Date will no longer be valid, and will need to be amended.
The Company may cease, delay, or postpone work on the project and withhold delivery of work if, at any point in the duration of the project, a portion of the necessary information or materials needed for the project and/or requested by the Company is not provided by the Client.
Regardless of the feedback provided verbally, through email or other communication means, the client is required to fill out the formal feedback forms provided by the Company, to ensure that all comments and agreed-upon amendments are recorded in the project log.
The Client agrees to reimburse the Company for Expenses incurred by the Company solely on the Client’s behalf, such as paid stock photography or graphics, plugins, and the like. If such assets are requested, fees will always be communicated and agreed upon in advance and in writing, in accordance with paragraph 1 of this service agreement.
The Client understands that quoted fees only cover the Scope of Work agreed upon within the proposal and delivered by the Company.
For the avoidance of doubt, it is the Client’s duty to pay any relevant external service subscription fees necessary for launching the website. Those may include, but are not limited to yearly domain charges and subscriptions to web hosting platforms such as Squarespace, Shopify, Memberspace, Mighty Networks, Vimeo OTT, Thinkific, Acuity Scheduling or Mailchimp, and any web services set up by the Company.
5. CANCELLATION POLICY
The client may decide to cancel this Service Agreement for any reason within 30 days of signing it and receive a 100% refund, provided that the project work has not commenced.
After 30 days from signing this service agreement, 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.
If the project work has already commenced and a project cancellation request is received, the Company will request schedule a clarifying call between the Accounts department and the Client to discuss and agree on the terms of cancellation.
The company 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.
If the project progresses beyond the onboarding phase, the company 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).
In case of cancellation, the Client is required to cover any additional expenses incurred by the Company in accordance with paragraph 4.
No refunds apply if the Client cancels the project 365 days (1 calendar year) after signing the service agreement.
The Company may cancel this Service Agreement at any time due to skills incompatibility, mistreatment, discrimination or lack of payment.
In the unlikely event that Company cancels this Service Agreement, the Company will provide a partial refund of the already paid amount at a fair and reasonable rate. The partial refund amount will be decided by the Company depending on the amount of project work already performed or delivered.
6. CONFIDENTIALITY
Any and all Client Information and data of a confidential nature, including, but not limited to any and all design, creative, marketing, sales, operating, performance, know-how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.
Any and all Company Information, data, procedures or methodologies followed during consultation meetings and questionnaires shall be treated by the Client in the strictest confidence and not be disclosed to third parties or used by the Client for the purpose other than the services specified hereunder without Company's express written consent, other than to comply with law.
Non-Disparagement
Client shall, during and after participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Company, or any of Company’s directors, employees, policies, services or products.
7. TRANSFER OF INTELLECTUAL PROPERTY RIGHTS
Upon receipt of full and final project payment, Company grants the Client full ownership of the Copyright to the final Works produced or that will be produced by the Company for the Client (“the Work”) including logo, graphics, copywriting, and website design.
All photographs, illustrations, graphics and icons sourced by the Company are royalty-free and can be used without credits unless otherwise stated.
The company 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.
the right to use the authorships right for displaying the Work in our portfolio, marketing materials, or for similar promotional purposes.
For the avoidance of doubt, the Company does not grant the Client any rights to reproduce or disclose Company 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.
8. LIMITATION OF LIABILITY
In no event shall Company have any liability to the Client for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and
The Client warrants that they have the right to use any content they provide and will hold the Company harmless if they do not; and the Company's liability to the Client shall in no event exceed the fees paid under this agreement, whether in contract, tort, or under any other theory of liability.
Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any other losses which cannot be excluded or limited by applicable law;
any losses caused by wilful misconduct.
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