These Terms of Service ("Terms") govern all services provided by VYNOXE LLC ("VYNOXE", "we", "us", "our") to clients ("Client", "you"). By signing a project proposal, statement of work, or otherwise engaging our services, you agree to be bound by these Terms. Please read them carefully before proceeding.
01 Agreement to Terms
These Terms, together with any signed project proposal, statement of work (SOW), or service agreement, constitute the entire agreement between VYNOXE and the Client. In case of conflict, the signed project agreement takes precedence over these general Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
02 Services Offered
VYNOXE is an AI-powered digital agency providing the following categories of services:
The specific scope, deliverables, timeline, and pricing for each engagement are defined in a written project proposal or SOW agreed upon before work commences. Services not listed in the agreed scope are not included and will require a separate agreement.
03 Proposals & Project Agreements
All proposals are valid for 30 days from the date of issue unless otherwise stated. A project commences upon receipt of the required deposit and written acceptance of the proposal.
VYNOXE reserves the right to decline any project at its discretion. Acceptance of a deposit does not guarantee project start until both parties have confirmed the project scope in writing.
04 Payment Terms
Deposit
A non-refundable deposit of 50% of the total project fee is required before any work begins. This deposit secures your project slot in our schedule.
Remaining Balance
The remaining balance is due upon project completion, prior to the final deliverable being transferred or published. For ongoing retainer services, invoices are issued on the 1st of each month and are due within 14 days of issue.
Late Payments
Invoices not paid within the agreed timeframe will incur a late fee of 2% per month on the outstanding balance. VYNOXE reserves the right to suspend active work and withhold final deliverables until outstanding invoices are settled.
Currency & Taxes
All invoices are issued in EUR (European clients) or USD (US clients), as agreed at project commencement. Clients are responsible for any applicable taxes in their jurisdiction. Where German VAT (Umsatzsteuer) applies, it will be stated separately on the invoice.
Payment methods accepted: Bank transfer (IBAN), PayPal, Stripe / credit card. Payment details will be included on each invoice.
05 Project Delivery & Revisions
Timelines
Project timelines are estimates based on the agreed scope and the assumption of timely client feedback and content delivery. Delays caused by the Client may result in revised delivery dates. VYNOXE will communicate any changes to the timeline promptly.
Revisions Policy
Each project includes a defined number of revision rounds as specified in the project proposal. A revision is defined as minor adjustments within the agreed scope (e.g., text changes, colour tweaks, layout adjustments). The standard allocation is:
- Websites: 2 rounds of revisions included per phase.
- Branding / Design: 3 revision rounds included.
- SEO / Ongoing services: Unlimited minor revisions within the retainer scope.
Revisions that fall outside the agreed scope, or additional rounds beyond the included allowance, will be quoted separately and billed at our standard hourly rate of €75 / $75 per hour.
Client Approval
VYNOXE will present deliverables for client review and approval. Written approval (email confirmation is sufficient) is required before proceeding to the next phase or publishing. Approval of any deliverable constitutes acceptance that the work meets the agreed specification for that deliverable.
Deemed Acceptance
If the Client does not provide written feedback within 7 business days of delivery, the deliverable is deemed accepted.
06 Intellectual Property
Ownership upon Full Payment
Upon receipt of full payment for a project, VYNOXE assigns to the Client all rights, title, and interest in the custom deliverables created specifically for that project (including website design, copy, and bespoke code). This assignment covers worldwide, perpetual, royalty-free use.
VYNOXE Portfolio Rights
Unless the Client requests otherwise in writing prior to project commencement, VYNOXE retains the right to display completed work in its portfolio, case studies, and marketing materials, crediting the Client where appropriate.
Third-Party Assets
Where projects incorporate third-party licensed assets (stock photography, fonts, plugins, theme frameworks, or open-source libraries), those assets remain subject to their respective licences. VYNOXE will advise the Client of any third-party licensing requirements. The Client is responsible for ensuring continued licence compliance for any third-party assets after project handover.
No Transfer Before Full Payment
All work product remains the property of VYNOXE until full payment is received. VYNOXE reserves the right to take down or withhold any work if payment obligations are not fulfilled.
07 Client Responsibilities
Successful project delivery depends on active client participation. The Client agrees to:
- Provide all required content, materials, branding assets, and access credentials in a timely manner as reasonably requested by VYNOXE.
- Ensure that any materials supplied to VYNOXE (text, images, data) do not infringe third-party intellectual property rights, and that the Client has all necessary rights and permissions to use them.
- Designate a single point of contact with authority to provide approvals and feedback on behalf of the Client organisation.
- Respond to review requests and provide consolidated feedback within the agreed timeframes.
- Ensure that any information provided about their business, products, or services is accurate and not misleading.
VYNOXE shall not be liable for delays or deficiencies in deliverables caused by the Client's failure to meet these responsibilities.
The Client agrees not to use VYNOXE's services for any unlawful purpose, including but not limited to creating content that is defamatory, fraudulent, or infringes the rights of third parties.
08 Limitation of Liability
To the maximum extent permitted by applicable law, VYNOXE's total aggregate liability to the Client for any and all claims arising out of or in connection with these Terms or any project agreement — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by the Client to VYNOXE in the three (3) months immediately preceding the event giving rise to the claim.
VYNOXE is not liable for:
- Indirect, consequential, incidental, special, or punitive damages, including loss of profits, revenue, data, or business opportunities.
- Results, rankings, or outcomes of SEO or marketing services, as these depend on third-party algorithms and market conditions beyond our control.
- Downtime, data loss, or security breaches caused by third-party hosting providers, plugins, or software.
- Errors or omissions in content or information provided by the Client.
- Actions or decisions taken by the Client based on our work or recommendations.
EU Consumer Rights Notice: If you are a consumer (natural person acting outside a trade, business, or profession) based in the European Union, statutory consumer rights under EU law apply to you and cannot be excluded or limited by these Terms. Nothing in this section is intended to, or shall, restrict or exclude any rights you may have under applicable EU or national consumer protection law.
09 Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement ("Confidential Information"), including business strategies, pricing, client lists, and technical systems.
Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law or to professional advisors bound by equivalent confidentiality obligations. This obligation survives termination of the agreement for a period of 3 years.
VYNOXE will handle all personal data in accordance with our Privacy Policy and applicable data protection law.
10 Termination
By the Client
The Client may terminate a project by providing written notice. Upon termination, the Client is obligated to pay for all work completed up to the termination date. The initial deposit is non-refundable. VYNOXE will invoice the Client for any work completed beyond the deposit amount, calculated at our standard hourly rate or a pro-rata portion of the project fee.
By VYNOXE
VYNOXE may terminate a project or suspend services with written notice if: (a) the Client fails to make payment within 14 days of a payment due date after a reminder; (b) the Client materially breaches these Terms and fails to remedy the breach within 7 business days of notice; or (c) the Client requests VYNOXE to engage in any illegal or unethical activity.
Effect of Termination
Upon termination, VYNOXE will provide the Client with any completed work product for which full payment has been received. Work in progress remains VYNOXE property until settled. Provisions regarding intellectual property, payment, confidentiality, limitation of liability, and governing law survive termination.
11 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of law provisions.
For clients who are consumers domiciled in the European Union, the mandatory consumer protection laws of their country of residence apply in addition to these Terms. Where there is a conflict between Wyoming law and mandatory EU or member state consumer law provisions, the mandatory consumer law provisions shall prevail.
12 Dispute Resolution
Good Faith Negotiation
In the event of any dispute, the parties agree to first attempt to resolve it amicably through good-faith negotiation. Either party may initiate this process by sending a written notice describing the dispute. The parties will attempt resolution within 30 calendar days of such notice.
Mediation
If negotiation fails, the parties agree to attempt resolution through a mutually agreed mediator before initiating formal legal proceedings.
Jurisdiction
If the dispute cannot be resolved through negotiation or mediation, either party may seek relief in the courts of Wyoming, USA, or in the courts of the Client's domicile if required by mandatory EU consumer law.
EU Online Dispute Resolution
EU consumers may also use the European Commission's Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr/
13 Changes to These Terms
VYNOXE reserves the right to update or modify these Terms at any time. Changes will be posted on this page with a new effective date. For existing clients with active projects, material changes will be communicated directly and will not apply to the current engagement without written agreement.
Continued engagement of VYNOXE's services after the effective date of updated Terms constitutes acceptance of those changes. We recommend reviewing this page periodically.
14 Contact
For any questions regarding these Terms of Service, please contact:
Vynoxe LLC
30 N Gould St Ste R
Sheridan, WY 82801, USA
EU Contact
Hirschgartenallee 19
80639 München, Germany
Email: contact@vynoxe.com
Phone: +1 307-200-8170