The contractual terms that govern your use of vistoplex.com and any services provided by Vistoplex Ltd. By using this website or engaging us, you agree to these terms — so it pays to read them. Where a separate signed Statement of Work exists, that document takes priority over the standard terms below.
These terms of service (the "Terms") form a legally binding agreement between you and Vistoplex Ltd, a company incorporated in England & Wales (company number 12194096) with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ · United Kingdom ("Vistoplex", "we", "us", "our").
They apply to:
By using this website, by signing or accepting a quotation, by issuing a purchase order, or by paying our first invoice, you confirm that you have read, understood and agree to these Terms. If you are accepting on behalf of a company, partnership or other legal entity, you warrant that you have authority to bind it.
The following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.
Words importing the singular include the plural and vice versa. References to statutes are to the statute as amended from time to time. "Including" and "include" mean "including without limitation".
Engagements are initiated through a SOW. Each SOW will set out — at minimum — the scope of work, deliverables, timeline, fees, payment schedule and any project-specific assumptions or exclusions.
A SOW becomes binding on the Effective Date. Quotations are valid for 30 days from the date of issue unless stated otherwise. After that period we reserve the right to revise pricing, timing or scope.
The scope of each SOW is defined narrowly — anything not explicitly listed as "in scope" is out of scope. Common exclusions include (without limitation):
If the Client requests work outside the agreed scope, or if the scope materially changes (for example, additional pages, new functionality, extra creative routes, or a substantive change of direction), we will issue a Change Request setting out the additional fee, revised timeline and any other affected terms. Work on a Change Request will not start until it is approved in writing.
Unless otherwise stated, every engagement begins with a discovery session. Project management — including planning, status updates, internal reviews and stakeholder coordination — is included as a standard percentage of the project fee and not billed separately.
Unless the SOW says otherwise, each Deliverable carries the following standard allowance for revisions:
| Deliverable type | Standard rounds |
|---|---|
| Strategy & positioning | 2 rounds of consolidated feedback |
| Brand identity (logo, system) | 2 rounds on chosen route, 1 final polish |
| Web design (per page template) | 2 rounds of consolidated feedback |
| Web build / development | 1 QA round + 1 fix-pass |
| Copy & content | 2 rounds of consolidated feedback |
| Performance creative (per asset) | 1 round of consolidated feedback |
Additional rounds, or revisions that change the agreed direction after a milestone has been signed off, will be quoted as a Change Request or billed at our then-current day rate.
Feedback must be consolidated, in writing, and provided through the project channel (typically a shared workspace or email thread). Conflicting feedback from multiple stakeholders should be resolved internally on the Client side before being sent to us.
Where a Deliverable is presented for approval, we will request explicit sign-off in writing. If the Client has not provided feedback or sign-off within 10 Business Days of presentation (and we have sent at least one written reminder), we may treat the Deliverable as approved for the purpose of project progression and invoicing.
Where the Services include a website, application or similar build, the Client will be given a defined window — typically 10 Business Days from launch, or such period as the SOW specifies — to report functional defects against the agreed specification. We will fix any properly reported defect at no additional cost during this period. After the window closes, further work is billed under our Care Plan or at day rate.
To deliver the Services on time and on budget, we rely on you to:
If a delay or additional cost is caused by your act, omission or failure to meet an obligation, we will not be in breach of the SOW and any timeline will be adjusted accordingly. We may also charge for any reasonable additional cost we incur as a result, including standby fees where a project resource is held but cannot be deployed.
Unless the SOW says otherwise, fixed-price projects are invoiced as follows:
Monthly retainers are invoiced on or around the first Business Day of the month, in advance, for that month's services. Unused hours within a retainer month do not roll over unless the SOW expressly says they do. Where carry-over is permitted, unused hours expire at the end of the next retainer month.
Time-and-materials work is billed monthly in arrears at our then-current day or hourly rate, with a timesheet appended to each invoice.
We will pass through, at cost, any pre-approved expenses we incur on the Client's behalf — for example, stock licences, fonts, plugin subscriptions, travel, courier fees, archive footage. Expenses over £250 per item require prior written approval.
All Fees are exclusive of VAT and any other applicable taxes or duties, which the Client will pay at the prevailing rate. Where the Client is established outside the UK, fees may be invoiced excluding UK VAT in accordance with the place-of-supply rules in force at the time, with the Client responsible for any reverse charge or local equivalent.
Invoices are issued in GBP by default. Invoices to UAE-based clients may be issued in AED by mutual agreement, at the prevailing exchange rate quoted in the SOW.
All invoices are payable within 14 days of the invoice date by bank transfer to the account specified on the invoice, or by Stripe (card or direct debit) where offered.
The Services often involve Third-Party Services — for example hosting, domain registration, fonts, stock libraries, CDN, analytics, ad platforms, plugins, SaaS subscriptions, courier services and freelance specialists.
Unless the SOW expressly says otherwise:
Each party retains all right, title and interest in its Pre-existing IP. Nothing in these Terms transfers or assigns ownership of Pre-existing IP. Where any Pre-existing IP of Vistoplex is incorporated into a Deliverable, we grant the Client a non-exclusive, worldwide, royalty-free, perpetual licence to use it solely as part of and to the extent necessary for the Client's use of that Deliverable.
Subject to receipt of full payment of all Fees due in respect of a Deliverable, Vistoplex assigns to the Client (with full title guarantee) all intellectual-property rights in the final, approved Deliverable, including copyright, design rights, registered and unregistered trade marks, and all rights of a similar nature anywhere in the world, in perpetuity.
Until full payment is received, all rights in the Deliverables remain with Vistoplex and any use of the Deliverables by the Client is unauthorised.
The Client grants Vistoplex a non-exclusive, worldwide, royalty-free licence to use, copy, modify, store and display Client Materials for the purpose of providing the Services and exercising our rights under clause 20 (Publicity).
Subject to and conditional upon the assignment in this clause taking effect, Vistoplex (and its team members where applicable) waive all moral rights in the Deliverables, to the extent permitted by law, in favour of the Client.
Each party will comply with its obligations under the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (and, where applicable, the UAE Personal Data Protection Law) in connection with the Services.
Where Vistoplex processes personal data on the Client's behalf in delivering the Services (for example, when running email campaigns to a Client list, importing contacts into a CRM, or operating an ad-platform audience), the Client is the controller and Vistoplex acts as processor. In those circumstances the parties will enter into a written data-processing agreement in the form set out in our standard Data Processing Addendum (DPA), which is incorporated into these Terms by reference and is available on request from privacy@vistoplex.com.
How we handle the personal data we collect about you and your representatives in our own right (i.e. as controller) is described in our Privacy Policy.
Each party warrants that it has full power and authority to enter into the engagement and that performance of its obligations will not breach any agreement with, or any rights of, any third party.
Vistoplex warrants that the Services will be performed:
Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law (including any implied terms as to satisfactory quality, fitness for a particular purpose, or that Services will achieve a particular result) are excluded to the maximum extent permitted by law.
Without limitation, we do not warrant that:
Nothing in these Terms limits or excludes the liability of either party for:
Subject to the paragraph above, neither party is liable to the other (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any:
Subject to the two paragraphs above, the total aggregate liability of Vistoplex in respect of all claims arising out of or in connection with these Terms (including any SOW) — whether in contract, tort (including negligence), breach of statutory duty or otherwise — is limited to the greater of:
Any claim against Vistoplex must be brought within twelve (12) months of the date on which the Client became aware, or ought reasonably to have become aware, of the cause of action. Claims brought after this period are excluded.
The Client will indemnify and hold Vistoplex harmless against all losses, damages, costs (including reasonable legal fees) and expenses incurred by Vistoplex arising out of or in connection with:
Vistoplex will indemnify the Client against any third-party claim that the original elements of a Deliverable created by Vistoplex (excluding Client Materials, Pre-existing IP licensed in, and third-party assets) infringe that third party's UK copyright, subject to the Client (i) notifying us promptly of any such claim, (ii) giving us sole conduct of the defence and settlement, and (iii) not making any admission, settlement or compromise without our prior written consent.
These Terms apply from the Effective Date and continue until all SOWs have been completed or terminated. The term of each SOW is set out in that SOW.
Unless otherwise stated:
Either party may terminate immediately on written notice if the other party:
On termination of any SOW, the Client will pay all Fees and expenses outstanding as at the date of termination and any Fees that would otherwise have fallen due during the notice period. Vistoplex will deliver to the Client all approved Deliverables completed and paid for in full as at the date of termination. Any unpaid Deliverables remain the property of Vistoplex until paid for.
Clauses that by their nature should survive termination — including 8, 11, 12, 13, 15, 16, 19, 20, 22 and 23 — survive termination of any SOW or of these Terms.
In addition to our rights under clause 9, we may suspend the Services on written notice if:
We will reinstate the Services as soon as the cause of suspension has been resolved. The Client remains liable for Fees during any suspension caused by the Client's act or omission.
During the term of any engagement and for twelve (12) months afterwards, the Client will not (without our prior written consent) directly or indirectly solicit, employ, engage or contract with any employee, contractor or freelancer of Vistoplex who has worked on the Client's account during that period.
The parties agree that this restriction is reasonable and necessary to protect the substantial investment Vistoplex makes in recruiting, training and retaining its team. If the Client breaches this clause, the Client will pay Vistoplex, by way of liquidated damages, an amount equal to 50% of the relevant individual's gross annualised remuneration with Vistoplex (or, for contractors, 50% of fees paid to them by Vistoplex in the previous twelve months). The parties agree this is a genuine pre-estimate of the loss that Vistoplex would suffer.
This clause does not apply to general recruitment advertising not specifically targeted at Vistoplex personnel, or to applications made on the relevant individual's own initiative.
Unless the Client opts out in writing in the SOW, Vistoplex may:
We will not disclose any Confidential Information (including commercially sensitive metrics) without the Client's prior written approval. The Client may withdraw consent for publicity at any time on reasonable written notice; we will remove the relevant content from active Vistoplex channels within 30 days, but are not required to take down or recall material already in third-party hands (e.g. printed award entries, archived pages on third-party sites).
Neither party will be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations (other than the obligation to pay Fees when due) caused by an event beyond its reasonable control — including acts of God, war, terrorism, civil unrest, pandemic, epidemic, government action, fire, flood, strike, internet or telecommunications failure, large-scale third-party platform outage, or cyber-attack on critical infrastructure. The affected party will give prompt written notice and use reasonable endeavours to resume performance. If the event continues for more than 60 days, either party may terminate the affected SOW on written notice, with Fees apportioned to work performed up to the date of termination.
These Terms, together with any SOW, constitute the entire agreement between the parties in relation to its subject matter and supersede all prior agreements, representations and understandings. Each party acknowledges that, in entering into the engagement, it has not relied on any statement or representation not expressly set out in these Terms or the SOW. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
No variation of these Terms is effective unless agreed in writing by both parties. We may update these Terms from time to time; the version in force at the Effective Date of each SOW will apply to that SOW.
The Client may not assign, novate, sub-contract or otherwise transfer any of its rights or obligations under these Terms without our prior written consent. Vistoplex may sub-contract any part of the Services to qualified personnel and may assign or novate these Terms (in whole or in part) to a successor in business or to a member of its corporate group.
Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between the parties (except where expressly stated, for example in clause 10).
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
All notices under these Terms must be in writing and sent to the other party's registered office or to the email address used for primary correspondence on the engagement. Notices to Vistoplex on legal matters must additionally be copied to legal@vistoplex.com. Notices sent by email are deemed received at the time of transmission, provided no bounce-back is received within 30 minutes.
If any provision (or part of a provision) of these Terms is found to be invalid, illegal or unenforceable, that provision (or part) is deemed deleted; the validity and enforceability of the remaining provisions are not affected.
A waiver of any right or remedy under these Terms is only effective if given in writing and is not a waiver of any subsequent breach or default.
A SOW may be signed in any number of counterparts, each of which when executed and delivered constitutes an original. Electronic signatures (including DocuSign and PandaDoc) and email confirmations are valid and binding.
For any question about these Terms, or to discuss a specific clause:
Email (general): hello@vistoplex.com
Email (legal & commercial): legal@vistoplex.com
Email (security): security@vistoplex.com
Post: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ · United Kingdom
For a copy of our Master Services Agreement, Data Processing Addendum, Care Plan terms, or any other supporting document referenced in these Terms, please email legal@vistoplex.com.