Terms of service
1. Definitions
"Studio" means VisionPixel LLC. "Client" and "you" mean the person or company ordering services. "Services" means website and application development, design, search promotion, advertising management, support and related work described on this site or in a quote. "Quote" means the written fixed-price estimate we issue before work starts. "Deliverable" means the work product described in the quote: designs, code, content, configured accounts and documentation.
2. Formation of the contract
Discussions, calls and this website are invitations to treat, not offers. A contract forms when you approve a quote in writing (email suffices) and pay the first stage. The quote, together with these terms, constitutes the agreement; if they conflict on a project-specific point, the quote prevails. Any terms on your purchase orders or portals apply only if we expressly accept them in writing.
3. Scope, changes and timelines
The quote defines scope, stages, price and timeline. Scope changes are estimated separately and begin only after your written approval — this protects both sides from silent growth. Timelines assume timely feedback and materials from you; a week of silence at the design-approval stage moves the delivery date by a week. We notify you of any timeline risk as soon as it is visible, not on the day of the deadline.
4. Payment
Development is typically split into stage payments (40/30/30 unless the quote says otherwise). Promotion and support are billed monthly in advance. Invoices are payable within 10 days unless the quote states otherwise. Overdue amounts may pause work after a reminder; repeated non-payment is grounds for termination under section 10. Prices exclude taxes; applicable taxes are added to invoices as required by law.
5. Your responsibilities
You provide accurate brief information, timely feedback, and any materials (texts, photos, brand assets) needed for the work, and you confirm you have the rights to the materials you give us. You are responsible for decisions you approve — a design signed off at the prototype stage is rebuilt at your cost if you change your mind after development. You must have the authority to bind the company you act for.
6. Intellectual property
Upon full payment, the Deliverables assigned as work product — designs, custom code, written content — transfer to you, except for our pre-existing tools, libraries and internal frameworks, which we license to you royalty-free for use within the Deliverables. Until full payment, Deliverables remain our property and may not be used publicly. We may reference the completed project in our portfolio unless you ask us in writing not to; confidential terms are never disclosed.
7. Warranties
We warrant that Deliverables will materially conform to the approved specification, and we fix defects reported within 30 days of launch at no charge. We do not warrant that a website alone will produce revenue — results depend on your product, pricing, market and ongoing promotion. For promotion services we warrant the process (audits done, work delivered, honest reporting), not specific positions or lead counts, because search engines and ad platforms are not ours to command.
7a. Service levels for support plans
For active support plans we commit to response times rather than vague availability: critical incidents (site down, forms broken, security event) receive a first response within 4 business hours; standard requests within one business day; scheduled updates are performed in agreed maintenance windows. Business hours means 9:00-18:00 US Eastern on weekdays. If we miss the first-response commitment in a given month, that month's support fee is credited 20% on your request — automatically if we notice first, which we usually do.
7b. Handover obligations
At project completion or termination you receive everything needed to continue without us: the full code repository history, deployment instructions, a list of third-party services with their account locations, and administrative credentials transferred to accounts you control. We answer reasonable handover questions from your next provider for 30 days at no charge. A studio that makes leaving painful is telling you something about itself; we would rather be re-hired on merit.
8. Third-party services
Projects commonly involve third parties: hosting providers, payment processors, ad platforms, font and image licences. Where accounts are registered to you (our default), their terms bind you directly, and their outages or policy changes are outside our warranty. We will always tell you which third parties a project depends on and what they cost.
8a. Your content and licences
You retain all rights to materials you supply — texts, photos, trademarks, data. You grant us a licence to use them solely for delivering the project, and you confirm you have the right to give us that licence. If a dispute arises over materials you supplied (for example, a photo a third party claims), the material is removed or replaced while the dispute is resolved, and responsibility for having supplied it rests with you. Stock assets we licence for your project are licensed to you for use within the Deliverables; the licence scope is listed in the quote so there are no surprises if you later reuse them elsewhere.
9. Liability
Nothing in these terms excludes liability that cannot be excluded by law. Subject to that, our total liability arising from a project is limited to the amounts you actually paid us for that project in the twelve months preceding the claim, and we are not liable for indirect losses such as lost profits or lost opportunities. Any claim must be raised within one year of the event giving rise to it.
10. Suspension and termination
Either party may terminate a monthly service with 14 days' written notice; work already performed is billed, and we hand over current materials and account access. For fixed projects, termination before completion means payment for completed stages plus committed non-cancellable costs. We may suspend work for overdue invoices after one reminder, or immediately for unlawful use of Deliverables. On termination we provide a reasonable handover so another provider can continue — we do not hold projects hostage.
11. Confidentiality
Both parties keep non-public information received during the project confidential and use it only for the project. This survives termination. An NDA with stricter terms can be signed on request; where an NDA conflicts with these terms, the NDA prevails on confidentiality matters.
12. Force majeure
Neither party is liable for delays caused by events beyond reasonable control — including major outages of hosting or ad platforms the project depends on — provided the affected party notifies the other promptly and resumes as soon as practicable. If force majeure prevents delivery for more than 60 days, either party may terminate with payment for work performed.
13. Governing law and disputes
These terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. We resolve disputes by good-faith negotiation first; failing that, by the courts of Delaware. If mandatory consumer law in your country grants you additional protections, nothing here removes them.
14. Changes and notices
We may update these terms with a new version date; the version in force when your quote was approved governs that project. Formal notices go by email: to the address in your quote for you, to our qTox channel for us.
14a. Insurance
We maintain professional liability insurance appropriate to a digital studio of our size. Certificates are available to clients on request during the quoting stage. Insurance does not replace the commitments in these terms; it stands behind them.
15. Assignment
You may not assign a project contract without our written consent, except to a successor of your business. We may assign to an affiliate or to a buyer of the studio, with notice to active clients; the assignee takes on all obligations, including warranties and the refund policy. Key-person commitments, if any, are stated in the quote.
16. Severability and entire agreement
If any provision of these terms is held invalid, the remainder continues in force, and the invalid provision is replaced by the closest valid one that matches its commercial intent. These terms, your approved quote, any signed NDA and the referenced policies (privacy, cookies, refunds) together form the entire agreement and replace prior discussions. Headings are for convenience; "including" means "including without limitation"; the English text of these terms prevails over any informal translation.
17. A note on intent
These terms exist so that a disagreement has a map, not because we expect one. In practice, nearly every issue is resolved by a direct conversation long before anyone re-reads section 9 — which is exactly how we prefer to work. If a clause here is unclear, ask before signing; we will explain it in plain language and, if it is badly drafted, fix it.