Terms of Service for Visual Vibe Marketing

Effective Date: [Date – e.g., October 26, 2024]

  1. Introduction and Acceptance of Terms
    Welcome to Visual Vibe Marketing (“Agency,” “we,” “us,” or “our”). We are a marketing agency registered in Ireland, providing digital marketing, website design, SEO, content creation, and related services (“Services”).

These Terms of Service (“Terms”) govern your access to and use of our website located at visualvibemarketing.com (the “Website”) and the general terms under which we provide our Services to our clients (“Client,” “you,” “your”).

By accessing or using our Website, or by engaging our Services, you agree to be bound by these Terms and our Privacy Policy https://visualvibemarketing.com/privacy-policy/. If you do not agree to these Terms, you must not use our Website or Services. Specific client engagements will typically be governed by a separate signed Service Agreement or Statement of Work (“Client Agreement”), which will incorporate these Terms by reference unless explicitly stated otherwise. In case of conflict, the terms of the Client Agreement shall prevail over these Terms for that specific engagement.

  1. Our Services
    We offer a range of digital marketing services which may include, but are not limited to: Website Design & Development, Search Engine Optimisation (SEO), Website Content Creation, Social Media Optimisation, Website Maintenance, and Digital Strategy Consulting. The specific scope, deliverables, timelines, and fees for any Services provided to a Client will be detailed in a separate Client Agreement.
  2. Website Use
  • Permitted Use: You are granted a limited, non-exclusive, revocable license to access and use the Website for informational purposes and to inquire about our Services.
  • Prohibited Use: You agree not to:
    • Use the Website for any illegal purpose or in violation of any local, national, or international law.
    • Damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Website.
    • Attempt to gain unauthorized access to the Website, user accounts, or computer systems.
    • Copy, modify, distribute, sell, or lease any part of our Website or its content without our express written permission.
    • Use any automated system (bots, scrapers) to access the Website for any purpose without our express written permission.
  • Website Content: All content on the Website, including text, graphics, logos, images, and software, is the property of Visual Vibe Marketing or its licensors and is protected by Irish and international copyright and intellectual property laws.
  1. Client Responsibilities
    To enable us to perform our Services effectively, you agree to:
  • Provide timely access to relevant information, data, logos, branding materials, and personnel as reasonably required by us.
  • Review our work, provide feedback, and grant approvals in a timely manner as outlined in the Client Agreement.
  • Ensure that all materials provided to us (e.g., text, images, logos) do not infringe on any third-party intellectual property rights. You warrant that you have the necessary rights or licenses for any materials you supply.
  1. Fees and Payment
  • Fees for our Services will be set out in the relevant Client Agreement or quote provided to you.
  • Payment terms (e.g., deposit requirements, invoicing schedule, payment due dates) will be specified in the Client Agreement.
  • Unless otherwise stated, all fees are quoted exclusive of Value Added Tax (VAT), which will be added where applicable at the prevailing rate.
  • Late payments may incur interest charges as permitted under Irish law (e.g., pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2012) and may result in the suspension of Services until payment is received.
  1. Intellectual Property Rights
  • Pre-Existing IP: We retain ownership of all intellectual property rights in our pre-existing materials, methodologies, software, tools, and know-how used in providing the Services (“Agency IP”).
  • Client Materials: You retain ownership of all intellectual property rights in materials you provide to us (“Client Materials”). You grant us a non-exclusive, royalty-free license to use Client Materials solely for the purpose of providing the Services to you.
  • Deliverables: Upon full and final payment of all fees due under the relevant Client Agreement, we grant you ownership of the final, approved deliverables specifically created for you as part of the Services (the “Deliverables”), subject to any third-party components or Agency IP incorporated therein (for which you may receive a license). We typically retain the right to use the Deliverables for our own promotional and portfolio purposes unless otherwise agreed in writing. Drafts, working files, and materials not forming part of the final Deliverables remain our property.
  1. Confidentiality
    Both parties agree to keep confidential any non-public information received from the other party that is marked as confidential or would reasonably be understood to be confidential (“Confidential Information”). This obligation does not apply to information that is: (a) publicly known, (b) already known to the recipient before disclosure, (c) independently developed by the recipient, or (d) required to be disclosed by law or court order. Confidentiality obligations typically survive the termination of any Client Agreement.
  2. Warranties and Disclaimers
  • Agency Warranty: We warrant that we will perform the Services using reasonable care and skill, consistent with professional standards in the marketing industry in Ireland.
  • Disclaimer of Results: While we strive to achieve the best possible results for our Clients, we do not guarantee any specific outcomes, such as increased website traffic, search engine rankings, sales, or business improvements, as these depend on numerous factors beyond our direct control.
  • Website “As Is”: The Website is provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Website will be uninterrupted or error-free.
  1. Limitation of Liability
  • To the maximum extent permitted by Irish law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Website or Services; (ii) any conduct or content of any third party; (iii) any content obtained; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory.
  • Our total aggregate liability to you for any and all claims arising out of or relating to these Terms or the Services provided under a specific Client Agreement shall not exceed the total fees paid by you to us under that specific Client Agreement during the [e.g., six (6)] months immediately preceding the event giving rise to the claim.
  • Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable Irish law.
  1. Indemnification
    You agree to defend, indemnify, and hold harmless Visual Vibe Marketing, its directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with (i) your access to or use of the Website or Services, (ii) your violation of these Terms, or (iii) your provision of Client Materials, including any claim that Client Materials infringe the intellectual property rights of a third party.
  2. Term and Termination
  • These Terms are effective until terminated by either party.
  • Specific termination rights and procedures concerning client Services will be detailed in the relevant Client Agreement (e.g., termination for breach, termination for convenience with notice).
  • We may terminate or suspend your access to the Website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
  • Upon termination of a Client Agreement, any outstanding fees become immediately due, and provisions intended to survive termination (including, but not limited to, Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Governing Law) shall remain in effect.
  1. Governing Law and Dispute Resolution
    These Terms shall be governed by and construed in accordance with the laws of the Republic of Ireland, without regard to its conflict of law provisions. Any dispute arising out of or in connection with these Terms or the Services, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Courts of Ireland. The parties agree to attempt to resolve any disputes amicably through good-faith negotiation before commencing legal proceedings.
  2. Changes to Terms
    We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide reasonable notice (e.g., by posting on the Website or via email) prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Website or Services after those revisions become effective, you agree to be bound by the revised terms.
  3. Miscellaneous
  • Entire Agreement: These Terms, together with our Privacy Policy and any specific Client Agreement, constitute the entire agreement between you and Visual Vibe Marketing regarding the subject matter hereof.
  • Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
  • Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
  • Assignment: You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms or any rights hereunder without restriction.
  1. Contact Information
    If you have any questions about these Terms, please contact us: