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Terms & Conditions

Master Service Agreement

This Master Service Agreement (“Agreement”) sets out the terms and conditions under which VIVIRON Ltd (Company No. 16534437), whose registered office is 71-75 Shelton Street, London WC2H 9JQ, trading as VV Design (“Supplier”, “we”, “us”, or “our”), provides services to any individual or entity purchasing, subscribing to, or using our services (“Client”, “you”, or “your”).

By purchasing, subscribing to, or using our services, you confirm that you have read, understood, and agree to be legally bound by this Agreement.

1. Defined Terms and Interpretation

  1. 1.1 Definitions. In this Agreement:
    1. "Add-on Services" means services outside a base package, priced separately or added to a Subscription.
    2. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
    3. "AI Systems" means any AI agents, automation, LLM-based workflows, chat systems, content generators, and related configurations provided or integrated by the Supplier.
    4. "Business Day" means a day other than Saturday, Sunday, or public holiday in England.
    5. "Client Materials" means all text, images, video, trademarks, data, instructions, prompts, rules, training materials, logins, API keys, and content provided by the Client or on the Client's behalf.
    6. "Controller", "Processor", "Personal Data", and "Processing" have the meanings set out in UK GDPR.
    7. "Deliverables" means outputs the Supplier agrees to deliver under a Statement of Work, such as a website, plugin, CMS, integration, or mobile application build.
    8. "Installation Fee" means the non-refundable service activation fee described in Clause 5.
    9. "Minimum Term" means the agreed minimum Subscription duration, typically twelve (12) months, or six (6) months where explicitly stated in Schedule A.
    10. "Proposal" means a quotation, email, scope document, or plan describing the Services, fees, scope limits, and timelines.
    11. "Services" means the services provided by the Supplier, including development, hosting, maintenance, SEO, marketing, AI integrations, API integrations, custom CMS, domains, and mobile applications.
    12. "Statement of Work" or "SOW" means the scope and commercial terms for specific Services, attached as Schedule A or otherwise agreed in writing.
    13. "Subscription" means a monthly recurring service plan paid in advance, typically including hosting and ongoing support, as described in Schedule A.
    14. "Supplier IP" means all intellectual property owned by or licensed to the Supplier before or independently of the Client engagement, including reusable components, frameworks, internal systems, templates, libraries, tooling, white-label systems, and generic code.
    15. "Third-Party Services" means services not provided by the Supplier, including hosting providers, registrars, cloud providers, API platforms, payment processors, and app stores.
    16. "UK GDPR" means the UK General Data Protection Regulation as incorporated into UK law.
    17. "Website" means the Client-facing web application, site, or web-based system delivered or hosted by the Supplier.
  2. 1.2 Order of precedence. If there is a conflict, the order is: (a) a signed SOW or Schedule A, (b) this Agreement, (c) any Proposal or email specification.
  3. 1.3 Writing. "In writing" includes email.

2. Term and Relationship

  1. 2.1 Term. This Agreement starts on the Effective Date and continues until terminated under Clause 15.
  2. 2.2 Separate SOWs. The Parties may enter into multiple SOWs. Each SOW is governed by this Agreement.
  3. 2.3 Independent contractor. The Supplier is an independent contractor. Nothing creates a partnership, joint venture, or employment relationship.

3. Services and Delivery

  1. 3.1 Scope. The Supplier will provide the Services described in the applicable SOW.
  2. 3.2 Bespoke nature. Services are tailored. Features, inclusions, and access levels vary by package and business requirements.
  3. 3.3 Client cooperation. The Client must provide timely access, approvals, and Client Materials. Delays may extend timelines and may require re-quoting where scope or complexity increases.
  4. 3.4 Change control. Any change to scope, priorities, or requirements may be treated as a change request. The Supplier may quote separately or adjust timelines.

4. Fees, Invoicing, and Payment

  1. 4.1 Fees. Fees are as set out in the SOW. All fees are exclusive of VAT unless stated otherwise.
  2. 4.2 Subscription payment timing. Subscription fees are payable one (1) month in advance.
  3. 4.3 One-Off projects. One-Off Projects are typically billed fifty percent (50%) upfront and fifty percent (50%) upon completion, before final release or handover.
  4. 4.4 Payment method. Payment is due via the method specified on the invoice. The Client must ensure payments can be taken on time.
  5. 4.5 No late fees. The Supplier does not charge late fees unless agreed in writing.
  6. 4.6 Failed payments. If a payment fails, the Supplier may notify the Client every two (2) days. If fees remain unpaid for fourteen (14) days, the Supplier may suspend Services under Clause 15.
  7. 4.7 Expenses and third-party costs. Third-party costs (for example, hosting, domain registration, paid plugins, app store fees, API fees) are either (a) billed to the Client, or (b) included only if expressly stated in the SOW.

5. Installation Fee

  1. 5.1 Purpose. The Installation Fee is a service activation fee covering immediate labour and resource allocation, which may include:
    • initial consultation and planning
    • system configuration and deployment
    • hosting environment setup
    • domain and DNS configuration
    • framework deployment and admin setup
    • account provisioning and initial structure setup
  2. 5.2 Not a deposit. The Installation Fee is not a deposit and is not refundable.
  3. 5.3 Waiver. The Supplier may waive or reduce the Installation Fee at its discretion and only if confirmed in writing.

6. No Refund Policy

  1. 6.1 No refunds. All fees are non-refundable, including Subscription payments, Installation Fees, and One-Off Project payments, to the maximum extent permitted by law.
  2. 6.2 Work commencement. Once work starts or resources are allocated, the Client is not entitled to a refund even if the Client later changes direction or no longer requires Services.

7. Subscription Inclusions, Fair Use, and Development Allowance

  1. 7.1 Included services. Subscription Services typically include maintenance, security updates, reasonable monitoring, minor content changes, and a limited development allowance as specified in Schedule A.
  2. 7.2 Allowance model. The SOW will state a number of hours per month or an equivalent defined allowance. Unused hours do not roll over.
  3. 7.3 Exclusions. Unless included in Schedule A, the following are excluded and will be quoted separately:
    • major redesigns or rebrands
    • new feature development or complex functionality
    • structural changes to architecture, databases, or user roles
    • new third-party integrations, paid API work, or advanced automations
    • data migrations beyond reasonable minor assistance
    • urgent out-of-hours work outside agreed support tier
  4. 7.4 Supplier determination. The Supplier may determine whether a request is within scope. If outside scope, the Supplier may quote separately or schedule the work subject to availability.
  5. 7.5 Abuse prevention. The Supplier may refuse or defer requests that are excessive, repetitive, unclear, or inconsistent with the package value or agreed scope.

8. Hosting, VPS, and Fair Usage

  1. 8.1 Hosting model. The Supplier may provide hosting through Third-Party Services including (by way of example) Hetzner, Verpex, and admin.ro (Gazduire.net), and may use other providers including AWS and Google Cloud depending on requirements.
  2. 8.2 Access levels. Access may be provided via direct admin access, cPanel, Linux access, or other control panels depending on the Service and security requirements. Some packages may not include server-level access.
  3. 8.3 Client hosting. Where the Client provides hosting, the Supplier may perform work without warranty as to platform performance, security, or limitations of the Client's environment. Any guarantees in this Agreement may not apply to Client-provided hosting unless agreed in writing.
  4. 8.4 Uptime target. Where hosting is provided by the Supplier, the Supplier targets 99.9% annual uptime, excluding downtime caused by Third-Party Services, scheduled maintenance, force majeure, or Client actions.
  5. 8.5 Backups. Backup frequency is defined in the SOW and may range from monthly to multiple times per day depending on business size and risk profile. Restorations and forensic recovery may incur additional fees.
  6. 8.6 Fair usage. The Client must use hosting responsibly. The Supplier may impose reasonable resource limits on CPU, RAM, storage, bandwidth, processes, database load, email sending, and other usage. The Supplier may:
    • throttle or limit resources
    • require an upgrade
    • charge additional fees
    • suspend service for abusive use that risks infrastructure stability
  7. 8.7 Security and malware. The Client must not upload malware, unlawful content, or insecure software. The Supplier may remove or disable harmful content and may charge for remediation.

9. Domains and DNS

  1. 9.1 Domain registration. The Supplier may register domains for the Client, but it is not mandatory. The Client may also provide their own domain.
  2. 9.2 Renewal responsibility. Unless the SOW states otherwise, the Client is responsible for domain renewals and ensuring payment details remain valid.
  3. 9.3 No liability for expiry. The Supplier is not liable for losses arising from domain expiry, registrar issues, or DNS changes made by the Client or third parties.

10. Intellectual Property, Licensing, and Ownership Transfer

  1. 10.1 Supplier IP retained. Supplier IP remains the property of the Supplier. The Client does not acquire ownership of Supplier IP.
  2. 10.2 Reuse rights. The Supplier may reuse generic components, frameworks, internal systems, libraries, and non-client-specific know-how, including in other client projects and products.
  3. 10.3 Portfolio rights. Unless the Client requests confidentiality in writing, the Supplier may display the work (including screenshots and the Client name and logo) as part of its portfolio and marketing.
  4. 10.4 Subscription licence. During an active Subscription:
    • the Website and Deliverables are licensed to the Client for the Client's internal business use
    • the Supplier retains ownership of the Website code and Deliverables until ownership transfers under Clause 10.6
    • the Client may use the Website while fees are paid and the Subscription remains active
  5. 10.5 Licence termination. If the Subscription ends or is suspended for non-payment, the licence terminates and access may be removed.
  6. 10.6 Ownership transfer under Subscription. Ownership of the Client-specific Website deliverable transfers only if:
    1. the Minimum Term has been completed (typically twelve (12) months, or six (6) months if explicitly stated in Schedule A); and
    2. all fees due are paid in full; or
    3. the Client pays a buyout fee agreed in writing.
    Upon transfer, the Supplier will provide a ZIP export of the Website and a brief setup instruction document. The Supplier is not required to provide ongoing support unless separately agreed.
  7. 10.7 One-Off Projects ownership. For One-Off Projects, upon full payment the Supplier assigns to the Client the Client-specific Deliverables (excluding Supplier IP). The Supplier will provide a ZIP export and a brief setup instruction document unless otherwise agreed.
  8. 10.8 Third-party licences. Third-party themes, plugins, fonts, images, and tools remain subject to their own licences. The Client is responsible for ongoing licence fees unless included in the SOW.

11. AI Integrations and Automation Systems

  1. 11.1 Client-configured systems. AI Systems may be configured and trained based on instructions, prompts, rules, and materials provided by the Client.
  2. 11.2 Client responsibility. The Client is solely responsible for the accuracy, legality, and compliance of all Client Materials used to configure AI Systems, including training data and defined rules.
  3. 11.3 Probabilistic outputs. AI outputs are probabilistic and may be incomplete, inaccurate, or unsuitable for a specific purpose.
  4. 11.4 No independent review. The Supplier does not independently review or approve AI responses or automation decisions unless expressly agreed as a paid service.
  5. 11.5 Client supervision. The Client must supervise and review AI-generated content before use, publication, or reliance.
  6. 11.6 Limitation of liability for AI. The Supplier is not liable for decisions, losses, or consequences arising from AI outputs or Client-defined configurations, to the maximum extent permitted by law.

12. Third-Party Services, Platforms, and APIs

  1. 12.1 Dependency. Services may rely on Third-Party Services such as hosting providers, cloud platforms, payment processors, app stores, email providers, analytics platforms, social platforms, and API providers.
  2. 12.2 No liability for third parties. The Supplier is not liable for outages, interruptions, pricing changes, account suspensions, policy changes, or discontinuation of Third-Party Services.
  3. 12.3 Client accounts. The Client remains responsible for creating, maintaining, and complying with third-party accounts and policies, and for any fees charged by those providers unless included in the SOW.
  4. 12.4 API changes. If a third-party API changes, deprecates features, or alters pricing, the Supplier may propose alternative solutions and may quote for necessary redevelopment.

13. Mobile Applications

  1. 13.1 Developer accounts. Where mobile applications are developed, the Client is responsible for creating and maintaining Apple App Store and Google Play developer accounts and paying all associated fees.
  2. 13.2 Technical access. The Supplier may be granted technical access for development, build, and submission assistance.
  3. 13.3 App store decisions. The Supplier is not responsible for app store policy decisions, rejections, suspensions, fee changes, or review timelines.
  4. 13.4 Framework licensing. All underlying frameworks, reusable components, and internal systems remain Supplier IP. The Client receives a non-exclusive licence to use such frameworks within the Client's branded application.

14. Data Protection and Security (UK GDPR and Data Protection Act 2018)

  1. 14.1 Compliance. The Parties will comply with UK GDPR and the Data Protection Act 2018.
  2. 14.2 Roles. Depending on the Service, the Supplier may act as Controller, Processor, or both. The SOW may specify roles for particular Processing.
  3. 14.3 Lawful basis. Processing may be based on:
    • performance of a contract
    • legitimate interests
    • legal obligation
    • consent where required
  4. 14.4 Client responsibilities. The Client warrants that it has the right to provide Client Materials and Personal Data and that it has collected and will process Personal Data lawfully, including providing appropriate notices to individuals where required.
  5. 14.5 Security measures. The Supplier will implement reasonable technical and organisational measures appropriate to the risk, which may include access controls, least-privilege permissions, encrypted connections (where available), firewalling, and routine patching as applicable to the Service tier.
  6. 14.6 Sub-processors. The Supplier may use sub-processors including hosting providers, payment processors, analytics providers, and third-party platforms. The Supplier remains responsible for selecting reputable providers, but is not liable for failures outside its reasonable control.
  7. 14.7 Breach notification. Where the Supplier is required to notify the Client of a Personal Data breach, it will do so without undue delay after becoming aware, in line with legal obligations and the Supplier's assessment of relevance to Client data.
  8. 14.8 Assistance. Where the Supplier is a Processor, it will provide reasonable assistance to the Client in responding to data subject requests and regulatory enquiries, subject to reasonable fees where work is substantial.
  9. 14.9 Third-party failures. The Supplier is not liable for third-party service failures, outages, or security incidents attributable to Third-Party Services, except to the extent caused by the Supplier's breach of this Agreement.

15. Suspension, Termination, and Exit

  1. 15.1 Suspension for non-payment. If fees remain unpaid for fourteen (14) days, the Supplier may suspend Services, including hosting and system access, until all overdue amounts are paid.
  2. 15.2 Suspension for risk. The Supplier may suspend Services immediately where required to protect systems, comply with law, address abuse, or mitigate security threats.
  3. 15.3 Termination notice. Either Party may terminate a Subscription with thirty (30) days written notice, subject to any Minimum Term stated in Schedule A.
  4. 15.4 Termination for breach. Either Party may terminate immediately if the other Party commits a material breach and fails to remedy within fourteen (14) days of written notice (where capable of remedy).
  5. 15.5 Termination for illegal activity or abuse. The Supplier may terminate immediately for illegal activity, prohibited content, or abuse toward staff.
  6. 15.6 Effect of termination. Upon termination or expiry:
    • all outstanding fees become immediately due
    • the Subscription licence ends unless ownership transfer conditions are met
    • the Supplier may disable hosting and access
  7. 15.7 Exit assistance. Exit assistance, migrations, backup restoration, or additional documentation beyond the standard ZIP export may be charged at the Supplier's then-current rates.
  8. 15.8 Data retention. The Supplier may delete data after a reasonable period following termination unless legally required to retain it. The Supplier may charge for extended retention requests.

16. Chargebacks and Payment Disputes

  1. 16.1 Immediate suspension. If the Client initiates a chargeback or payment dispute, the Supplier may immediately suspend all Services, including hosting and system access.
  2. 16.2 Restoration. Services will be restored only once the disputed amount, any associated fees, and any outstanding balances are paid in full.
  3. 16.3 Recovery costs. The Supplier may recover unpaid sums and reasonable administrative or legal costs incurred in resolving disputes.
  4. 16.4 Abuse. Fraudulent or abusive chargebacks may result in immediate termination.

17. Confidentiality

  1. 17.1 Confidential information. Each Party may receive the other's confidential information. Confidential information includes business, technical, pricing, security, and product information that is confidential by nature or marked confidential.
  2. 17.2 Obligations. Each Party must keep confidential information secure and use it only for the purposes of performing this Agreement.
  3. 17.3 Exceptions. Confidentiality does not apply to information that is publicly available without breach, independently developed, or lawfully obtained from a third party.
  4. 17.4 Compelled disclosure. A Party may disclose confidential information where required by law, provided it gives notice where lawful to do so.

18. Non-Disparagement and Non-Solicitation

  1. 18.1 Non-disparagement. The Client agrees not to make false or defamatory statements about the Supplier, its staff, or services. This does not prevent honest reviews based on genuine experience.
  2. 18.2 Non-solicitation. The Client shall not solicit or hire the Supplier's staff or contractors involved in delivering Services during the term and for twelve (12) months after termination, unless agreed in writing.

19. Warranties and Disclaimers

  1. 19.1 Standard of care. The Supplier will perform Services with reasonable skill and care.
  2. 19.2 No guaranteed outcomes. The Supplier does not guarantee specific outcomes such as rankings, revenue, conversion rates, or platform approval decisions, since these depend on third parties and market factors.
  3. 19.3 Client materials. The Supplier is not responsible for inaccuracies, infringement, or compliance issues in Client Materials.

20. Limitation of Liability

  1. 20.1 Unlimited liability. Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under English law.
  2. 20.2 Excluded losses. To the maximum extent permitted by law, the Supplier is not liable for indirect or consequential losses, loss of profits, loss of business, loss of goodwill, loss of data, or business interruption.
  3. 20.3 Liability cap for Subscription. For Subscription Services, the Supplier's total liability is limited to the fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
  4. 20.4 Liability cap for One-Off. For One-Off Projects, the Supplier's total liability is limited to the total fees paid for the relevant One-Off Project.
  5. 20.5 Third-party services. The Supplier is not liable for failures, outages, or disruptions of Third-Party Services except to the extent directly caused by the Supplier's breach of this Agreement.

21. Indemnities

  1. 21.1 Client indemnity. The Client will indemnify the Supplier against claims, damages, costs, and expenses (including reasonable legal fees) arising from:
    • Client Materials infringing third-party rights
    • illegal or non-compliant content, data, or instructions provided by the Client
    • the Client's misuse of the Services
    • breaches of app store rules or advertising platform policies by the Client

22. Force Majeure

  1. 22.1 Events beyond control. The Supplier is not liable for failure or delay caused by events beyond its reasonable control, including war, terrorism, civil unrest, government action, regulatory change, natural disasters, pandemics, cyber attacks, internet outages, power failures, or data centre and cloud infrastructure failures.
  2. 22.2 Suspension of obligations. Performance obligations are suspended for the duration of the force majeure event.

23. Dispute Resolution and Governing Law

  1. 23.1 Good faith negotiation. The Parties shall attempt to resolve disputes through good faith negotiation.
  2. 23.2 Mediation. If unresolved, the Parties shall attempt mediation before commencing court proceedings, unless urgent injunctive relief is required.
  3. 23.3 Governing law. This Agreement is governed by the laws of England and Wales.
  4. 23.4 Jurisdiction. The courts of England and Wales have exclusive jurisdiction.

24. General Provisions

  1. 24.1 Notices. Notices must be in writing and sent to the email or address stated in the SOW or last notified by each Party.
  2. 24.2 Assignment. The Client may not assign this Agreement without the Supplier's written consent. The Supplier may assign to an Affiliate or in connection with a business transfer.
  3. 24.3 Severance. If any clause is invalid, the rest remains in force.
  4. 24.4 Waiver. A waiver is only effective if in writing and applies only to the specific circumstance.
  5. 24.5 Entire agreement. This Agreement and the SOW constitute the entire agreement and supersede prior discussions.
  6. 24.6 Updates to terms. The Supplier may update these terms with reasonable notice for ongoing Subscriptions. Continued use after notice constitutes acceptance.
  • Backup frequency
  • Support tier and priority level
  • Any included third-party licences or costs
  • Buyout fee if applicable