Terms & Conditions

1. Pre-contract information

Provided under the Consumer Contracts Regulations:

• Identity: VisualWeb Ltd, company number 16870681, Reveal address . Email: Reveal email .
• Services: digital design, development, and related web services as set out in your proposal or statement of work.
• Price: as stated in the proposal (exclusive of VAT unless stated).
• Payment: 14 days from invoice unless otherwise agreed.
• Duration: defined in the proposal or until services are completed.
• Cancellation: consumer rights are detailed in Section 5.

2. Definitions & contract formation

“Agreement” means these Terms plus any proposal, statement of work, or order form you accept. “Deliverables” are the items described in the Agreement. The Agreement starts when you accept a proposal, sign a statement of work, or instruct us to proceed.

3. Scope, changes, and dependencies

Services, deliverables, timelines, and fees are defined in the Agreement. Any change to scope, assumptions, timelines, or third-party costs requires written approval and may adjust fees and deadlines. Timelines depend on timely client inputs.

4. Website use (visualgen.app)

The site is provided “as is” for general information. Do not misuse it (e.g., introduce malware, scrape content at scale, or attack availability). We may restrict access or remove content at any time.

5. Business customers & consumer rights

We primarily contract with businesses. If you are a consumer, statutory rights apply:

• Cancellation: 14-day cooling-off period for distance contracts. If you ask us to start during that period, fees for work done remain payable.
• Digital content quality: must be as described and fit for purpose; remedies include repair, replacement, or price reduction.
• Device damage: if defective digital content we supply causes damage that reasonable care would have avoided, we will repair or compensate.

6. Client obligations

• Provide accurate briefs, content, brand assets, access credentials, and timely approvals.
• Ensure supplied materials are lawful and non-infringing.
• Test, review, and sign off deliverables promptly; silence beyond ten business days after delivery may be treated as acceptance.
• Maintain backups of your systems and content.

7. Fees, expenses, and payment

• Fees, stages, and expenses are set out in the Agreement; fees exclude VAT unless stated.
• Deposits: refundable if work has not started; once work starts, deposits are non-refundable.
• Late payment: invoices are due in 14 days. Late sums accrue interest at 8% per annum above Bank of England base rate; statutory recovery costs may also apply.
• If a project is cancelled after commencement, completed work, committed costs, and any non-refundable deposit remain payable.
• We may withhold handover of deliverables (including code or credentials) until all sums are paid.

8. Intellectual property

• Each party retains pre-existing IP, tools, and know-how.
• On full payment, we grant you a non-exclusive, non-transferable, perpetual licence to use the final deliverables for the agreed purposes. Unpaid work or drafts remain ours.
• Third-party or open-source components remain subject to their own licences.
• Portfolio use: we will obtain your written consent before referencing the project publicly.

9. Deliverables, acceptance, and revisions

• Unless stated otherwise, fees include up to two rounds of revisions on presented concepts. Additional revisions are chargeable change requests.
• “Defects” are failures to meet agreed specifications; preference changes are change requests. Report defects within ten business days of delivery.
• Lack of feedback within ten business days of delivery may be deemed acceptance for billing.

10. Confidentiality

Each party must keep the other’s confidential information secret and use it only to fulfil the Agreement, except where information is public, received lawfully, independently developed, or required by law to be disclosed. These obligations survive termination.

11. Data protection

Each party acts as an independent controller for business contact data. Where we process personal data on your behalf as a processor:

• Subject matter & duration: processing required to deliver the services during the Agreement.
• Nature & purpose: storage, retrieval, and use of data to provide web and digital services.
• Types & subjects: data you supply (e.g., user names, emails) about your customers, staff, or users.
• Obligations: we follow written instructions, ensure staff confidentiality, implement security, use sub-processors only with authorisation, assist with rights/breaches, and allow audits.
• International transfers: no transfers outside the UK/EEA without appropriate safeguards (e.g., adequacy or SCC/IDTA).

12. Marketing communications

We only send marketing emails or texts with lawful consent or where soft opt-in applies for existing business customers. You may opt out at any time via unsubscribe links or by contacting us. We comply with PECR and UK GDPR.

13. Contracts with minors

Our services are intended for adults. If a client is under 18, a parent or guardian must guarantee obligations (including payment). Statutory rights of minors still apply.

14. Hosting, domains, and third-party tools

• If we procure hosting, domains, or tools on your behalf, we act as your agent using your instructions. You are responsible for ongoing fees, renewals, and compliance unless otherwise agreed.
• Platform changes, outages, or policy shifts are outside our control.

15. Warranties and disclaimers

• We will perform services with reasonable skill and care; other warranties are excluded to the extent permitted by law.
• We do not guarantee specific rankings, conversions, uptime, or outcomes.
• You are responsible for legal and regulatory compliance of your content and processes (including accessibility and advertising rules).

16. Liability

• Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.
• Subject to the above, our aggregate liability is limited to the total fees paid or payable in the 12 months preceding the claim.
• We are not liable for loss of profit, revenue, anticipated savings, data, goodwill, or indirect or consequential loss.

17. Indemnity

You will indemnify and hold VisualWeb harmless from claims, losses, and costs arising from your content or instructions infringing third-party rights or law, misuse of deliverables, or breach of these Terms.

18. Suspension and termination

• Either party may terminate on 30 days’ notice, or immediately for material breach not cured within 10 days of notice.
• We may suspend services for non-payment, security concerns, or unlawful use.
• On termination, accrued amounts remain payable; licences for paid deliverables continue; each party returns or destroys confidential information (save for required backups).

19. Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., outages, strikes, epidemics, war, government action, or supplier failure). If such events last over 30 days, either party may terminate with notice.

20. Non-solicitation

During the Agreement and for six months after, you will not solicit for employment any VisualWeb personnel involved in providing the services, except through a general public recruitment campaign.

21. Third-party services & open source

Deliverables may rely on third-party platforms or open-source software subject to their own terms, which may change outside our control. You are responsible for maintaining required licences or subscriptions unless agreed otherwise.

22. Notices

Formal notices must be sent by email to Reveal email (for VisualWeb) and to the email you provide, with a copy posted to the registered address. Notices are deemed received on the next business day in England and Wales.

23. General

• The Agreement is the entire agreement regarding its subject matter.
• A failure to enforce a right is not a waiver.
• Assignments require consent unless as part of a business sale (consent not to be unreasonably withheld).
• No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
• If any provision is unenforceable, the remainder remains in effect.

24. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction, except consumers in Scotland or Northern Ireland may also bring proceedings in their local courts.