TERMS OF SERVICE

1. INTRODUCTION & ACCEPTANCE

These Terms of Service (the "Terms") are between you ("you", "your", or the "Client") and Vazgro Ltd, a company registered in England and Wales with its registered office in London, United Kingdom ("Vazgro", "we", "us", or "our"). They govern your use of vazgro.com (the "Site") and any service you purchase from us.

By accessing the Site, contacting us, placing an order, or paying any invoice, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, you confirm that you have authority to bind that business.

If you do not agree with these Terms, please do not use the Site or purchase our Services. We may make these Terms available in writing alongside an order or proposal; where there is a conflict, the order-specific scope agreement takes precedence over these general Terms.

2. DEFINITIONS

"Services" means any work, package, subscription, project, or staff augmentation we provide, including our LAUNCH, GROW, BUILD, and EXTEND models. "Deliverables" means the websites, designs, code, content, systems, automations, documentation, and other materials we create and deliver to you under an order.

"LAUNCH" means a fixed-price, one-time package with a defined scope and deliverable. "GROW" means a recurring monthly subscription giving you access to ongoing work within an agreed request allowance. "BUILD" means a bespoke, individually quoted project. "EXTEND" means per-seat staff augmentation where we provide dedicated resource billed monthly.

"Subscription" means a recurring GROW or EXTEND engagement billed on a repeating cycle. "Seat" means one allocated unit of dedicated resource under EXTEND. "Scope Agreement" or "Statement of Work" ("SOW") means the specific "Included / Not included / Your responsibilities" details, proposal, or quote presented for an order, which you accept at checkout or by written confirmation.

"Master Services Agreement" or "MSA" means these Terms, which set the overarching framework for every engagement. "Discovery Outputs" means any product requirements document (PRD), specification, architecture, or technical documentation produced in a paid discovery phase. "Acceptance" means your approval (or deemed approval under Section 8) that a milestone or Deliverable materially conforms to its SOW. "Defect" means a material failure of a Deliverable to conform to its SOW, excluding cosmetic issues, change requests, or issues caused by third-party platforms, your changes, or your environment.

3. STRUCTURE OF OUR AGREEMENT (MSA & SOW)

These Terms operate as a Master Services Agreement: they apply to every engagement, while the commercial and delivery specifics of each engagement are set out in a Statement of Work (the Scope Agreement, proposal, or quote you accept). Together, an MSA and an accepted SOW form the contract for that engagement.

Where there is a conflict, the SOW takes precedence over these Terms for that engagement, but only to the extent it expressly addresses the point in question; in all other respects these Terms apply. No variation to a signed SOW is effective unless agreed in writing through the change-control process in Section 9.

Entering into one SOW does not oblige either party to enter into further SOWs. Each SOW is a separate contract incorporating these Terms.

4. OUR SERVICES & THE SCOPE AGREEMENT

We provide digital services across web design and development, branding, content and social support, AI systems, automation, and custom software. Each order is governed by its own SOW, which sets out what is Included, what is Not included, and Your responsibilities for that engagement.

The SOW is the definitive description of what we will deliver. When you complete checkout, accept a proposal, or confirm an order in writing, you agree to that SOW. Anything not expressly listed as Included is Not included and, if required, will be quoted and agreed separately as additional work.

We will use reasonable skill and care to deliver in line with the SOW and good industry practice. Where a request falls outside the agreed scope, we will tell you and, where you wish to proceed, agree the additional fee and timeline before carrying out that work.

5. LAUNCH — ONE-TIME PACKAGES

LAUNCH packages are delivered for a fixed price stated at the point of order. Payment is normally taken in full upfront, and work begins once payment has cleared and you have supplied the inputs listed under Your responsibilities in the Scope Agreement.

Estimated delivery timelines are stated per package and assume timely provision of your content, approvals, and access. Each package includes only the number of revision rounds set out in its Scope Agreement; further revisions or changes of direction may be quoted as additional work.

You are responsible for providing accurate copy, images, brand assets, and other content, unless content creation is expressly listed as Included. Delays in supplying content or approvals will extend delivery timelines accordingly.

6. GROW — SUBSCRIPTIONS

GROW is a monthly subscription billed in advance. It gives you access to ongoing design, development, and related work subject to the active-request limit stated in your plan — that is, the number of tasks we will progress at any one time. You may queue additional requests, which we pick up as active slots free up.

GROW plans carry a minimum term of three (3) months from the start of your first billing cycle. After the minimum term, the subscription continues monthly until cancelled. Unused requests, time, or capacity do not roll over between months unless your plan expressly says so.

You may pause your subscription where your plan allows, for the period and on the terms stated in your plan. You may cancel at any time with effect from the end of your current billing cycle, provided the three-month minimum has been met; see Section 9. Cancellation stops future billing but does not refund fees already paid for the current or prior cycles.

7. BUILD — CUSTOM PROJECTS

BUILD engagements are bespoke software, AI, and product projects scoped and priced individually, delivered like a senior product and engineering partner. We begin with a free introductory call to understand your goals. Where appropriate, we then carry out a paid discovery, product requirements document (PRD), or technical documentation phase to define the project before development.

Following discovery, we provide a written SOW setting out the deliverables, milestones, assumptions, dependencies, timeline, and fees. BUILD projects are typically delivered against milestones, with payments due at each milestone or stage as set out in the SOW. Timelines are estimates that depend on timely decisions, approvals, content, and access from you.

Discovery Outputs produced under a paid phase are chargeable whether or not you proceed to the build phase, and are licensed to you for the project on payment. Changes to an agreed BUILD scope are handled through the change-control process in Section 9. Defects are handled under Sections 8 and 17.

8. ACCEPTANCE & TESTING

For BUILD and other milestone-based work, each milestone or Deliverable is submitted to you against the acceptance criteria in the SOW (or, where none are stated, against the SOW's description of that Deliverable). You will review and test it within the acceptance period stated in the SOW, or, if none is stated, within ten (10) working days of submission (the "Acceptance Period").

Within the Acceptance Period you will either accept the Deliverable, or notify us in writing of any Defects with enough detail for us to reproduce them. We will remedy validly reported Defects within a reasonable time and re-submit the Deliverable for a further review of the same length. This cycle repeats until the Deliverable is accepted.

A Deliverable is deemed accepted if you confirm acceptance, if you do not report Defects within the Acceptance Period, or if you put the Deliverable (or a material part of it) into live or commercial use. Cosmetic issues and requests that go beyond the agreed criteria are change requests, not Defects, and are handled under Section 9.

9. CHANGE CONTROL

Either party may request a change to an agreed SOW. We will assess the request and tell you in writing the impact on scope, deliverables, fees, and timeline (a "Change Request"). No change is binding, and we are not obliged to start changed work, until the Change Request is agreed in writing by both parties.

Until a Change Request is agreed, we will continue to work to the existing SOW. We may decline change requests that are not technically feasible or that materially alter the nature of the engagement. Agreed Change Requests are incorporated into, and form part of, the relevant SOW.

Where you ask us to begin changed work before paperwork is finalised, you authorise that work and the associated fees on the basis of the written impact assessment we have provided.

10. EXTEND — STAFF AUGMENTATION

EXTEND provides dedicated resource on a per-Seat basis, billed monthly in advance. Each Seat represents an allocated unit of capacity working on your behalf. A dedicated project manager coordinates the work, manages priorities, and acts as your point of contact.

EXTEND carries a minimum term of two (2) months per Seat from the start of that Seat. After the minimum term, each Seat continues monthly until cancelled with effect from the end of the current billing cycle.

You may scale Seats up or down, and we may swap the individuals assigned to a Seat to maintain coverage and quality, while keeping the agreed capacity and skill profile. Added Seats start their own minimum term from their start date.

11. FEES, BILLING & TAXES

All fees are in pounds sterling (GBP) unless stated otherwise and are exclusive of VAT, which we will add at the prevailing rate where applicable. Fees do not include third-party costs such as software licences, hosting, domains, ad spend, plugins, or platform fees unless expressly listed as Included.

For Subscriptions (GROW and EXTEND), you authorise us and our payment processor to charge your chosen payment method automatically on each billing cycle until the Subscription is cancelled in accordance with these Terms. It is your responsibility to keep payment details current.

Invoices are due on the dates stated in your order or proposal. If a payment is late or fails, we may suspend delivery, access, deployment, handover, or support until all outstanding amounts are paid in full, and we may charge interest on overdue sums as permitted by law.

12. REFUNDS & CANCELLATION

One-time LAUNCH packages: once work has started, fees are non-refundable except for any clearly unperformed portion at our reasonable discretion. Discovery, setup, and work already delivered are non-refundable. If you cancel before work begins, we may refund in full or in part depending on what has been scheduled or reserved.

Subscriptions (GROW and EXTEND): to cancel, email hello@vazgro.com or use any cancellation option in your account before your next billing date. Cancellation takes effect at the end of your current billing cycle. Fees already paid are non-refundable, and the applicable minimum term (three months for GROW, two months per Seat for EXTEND) must be met before cancellation takes effect.

BUILD projects: milestone payments for completed or in-progress work are non-refundable. If you cancel a BUILD project, you remain liable for work performed and committed costs up to the cancellation date. Nothing in this section affects any non-excludable statutory rights you may have as a consumer.

13. INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, we assign to you, with full title guarantee, the intellectual property rights in the final, paid-for Deliverables created specifically for you under an order, including the relevant source files and source code, so that you own that work outright. To the extent permitted by law, we and our personnel waive any moral rights in those Deliverables, and we will sign any document you reasonably require to confirm or perfect this assignment.

We retain all rights in our pre-existing materials, tools, frameworks, libraries, methods, and know-how ("Vazgro Tools"), including anything we developed before or independently of your order. Where Vazgro Tools are embedded in a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use them as part of that Deliverable.

Deliverables may incorporate third-party or open-source components licensed under their own terms; those components are licensed, not assigned, and you agree to comply with their licences. You are responsible for any ongoing third-party licence, subscription, or usage fees (for example LLM/API usage). Until full payment is received, all rights in the Deliverables remain with us. Unless we agree confidentiality restrictions in writing, we may display completed work in our portfolio, case studies, and marketing.

14. CLIENT RESPONSIBILITIES

You are responsible for providing accurate and timely content, approvals, feedback, credentials, and access needed for us to deliver. Delays on your side will extend timelines and, for Subscriptions, do not pause or extend your billing cycle.

You are responsible for the cost of any third-party products or services required for your project (for example hosting, domains, paid plugins, licences, or ad spend), unless expressly listed as Included in your Scope Agreement.

You confirm that any materials you provide to us can lawfully be used for the agreed work and do not infringe any third party's rights, and you agree to indemnify us against claims arising from materials you supply.

15. CONFIDENTIALITY

Each party agrees to keep confidential any non-public commercial, technical, financial, or strategic information disclosed by the other party in connection with the Services, and to use it only for the purpose of the engagement.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known or obtained independently, or is required to be disclosed by law or a regulator.

16. DATA PROTECTION

Each party will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018 ("Data Protection Laws"). Our handling of personal data for which we are the controller (for example your contact, account, and billing data) is described in our Privacy Policy.

Where, in delivering the Services, we process personal data on your behalf — for example data held in a platform we build or operate for you, content used to train an AI system, or data in tools we are given access to — you are the controller and we act as your processor. In that case we will: process such data only on your documented instructions (including the relevant SOW); ensure personnel are bound by confidentiality; apply appropriate technical and organisational security measures under Article 32 UK GDPR; engage sub-processors only under written terms offering equivalent protection and tell you of intended changes; assist you, taking account of the nature of processing, with data-subject requests, security, breach notification, and where required data protection impact assessments; notify you without undue delay on becoming aware of a personal data breach; and, on the end of the engagement, delete or return such personal data except where we are required by law to retain it.

These processor terms apply as a data processing agreement under Article 28 UK GDPR for any such processing. Where you require a separate or more detailed DPA, or where you process special-category data, the parties will enter into one in good faith. International transfers are made only with appropriate safeguards (such as the UK International Data Transfer Agreement or the EU Standard Contractual Clauses with the UK Addendum).

17. WARRANTIES & DISCLAIMERS

We warrant that we will provide the Services with reasonable skill and care, by suitably skilled personnel, and in line with the relevant SOW and good industry practice.

Defects warranty: for BUILD and other custom-software Deliverables, we will, for thirty (30) days after Acceptance of the relevant Deliverable (the "Warranty Period"), correct at no further charge any Defect you report in writing during that period — that is, where the Deliverable does not materially conform to its SOW. This warranty does not cover issues caused by changes made by you or a third party, misuse, your environment or data, third-party platforms, or anything outside the agreed scope; correcting those is chargeable. This is your exclusive remedy for Defects.

Other than as expressly stated in these Terms, the Site and Services are provided "as is" and we do not give any other warranties, whether express or implied, to the fullest extent permitted by law. We do not warrant that the Site or any Deliverable will be uninterrupted or error-free, or that it will achieve any particular commercial result, ranking, traffic, or revenue. Third-party platforms, integrations, and tools are outside our control and we are not responsible for changes they make.

18. LIMITATION OF LIABILITY

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under English law.

Subject to the above, we are not liable for any indirect, consequential, special, or incidental loss, or for loss of profit, revenue, goodwill, data, or anticipated savings, however arising.

Subject to the above, our total aggregate liability arising out of or in connection with an order will not exceed the total fees you paid to us for that order (or, for Subscriptions, the fees paid in the three months before the event giving rise to the claim).

19. TERM & TERMINATION

These Terms apply for as long as you use the Site or have a live order or Subscription with us. Subscriptions continue until cancelled in accordance with Sections 5, 7, and 9.

Either party may terminate an engagement with immediate written notice if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent. On termination you remain liable for all fees for work performed and committed costs up to the termination date.

On termination, and subject to full payment, we will hand over the paid-for Deliverables. Sections relating to payment, intellectual property, confidentiality, and liability survive termination.

20. ACCEPTABLE USE

You agree not to use the Site or Services for any unlawful, harmful, fraudulent, or infringing purpose, and not to attempt to gain unauthorised access to our systems, disrupt the Site, or misuse any access or credentials we provide.

We may suspend or withdraw access to the Site or Services where we reasonably believe this acceptable use policy has been breached.

21. CHANGES TO THESE TERMS

We may update these Terms from time to time. The current version will always be posted on this page with an updated effective date.

Material changes affecting an active Subscription will take effect from your next renewal, or as otherwise notified. If you continue to use the Site or Services after a change takes effect, that continued use will be treated as acceptance of the updated Terms.

22. GOVERNING LAW & DISPUTES

These Terms and any dispute or claim arising out of or in connection with them or the Services (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over any such dispute, save that we may seek injunctive relief in any appropriate jurisdiction. Before starting proceedings, both parties agree to attempt in good faith to resolve any dispute by discussion.

23. CONTACT

Vazgro Ltd, London, United Kingdom. For any questions about these Terms or an existing order, please email hello@vazgro.com and we will respond as soon as we reasonably can.