Terms of Service

1. Introduction

These Terms of Service ("Terms") govern technology consultancy, software development and support services provided by VisionWeb.ie, a sole trader business established in Ireland by Kris Carey (trading as Kristina Okyay Carey, Sole Trader).

By engaging our services you agree to be bound by these Terms together with the applicable proposal, quotation, statement of work or retainer schedule. Where a signed agreement conflicts with these Terms, the signed agreement takes precedence.

2. Services

VisionWeb.ie provides the following services:

• Custom software: internal tools, dashboards, portals, configurators and workflow systems
• Prototypes and proof of concept builds delivered as time-boxed engagements
• Websites, web applications and content platforms
• Integrations with third-party systems and APIs, including CRM platforms
• AI features such as assistants, document processing, classification and generation
• Hosting configuration, managed support and ongoing improvement retainers
• Technology advisory, architecture reviews, performance and search optimisation

The exact scope, deliverables, assumptions and exclusions for each engagement are set out in the relevant proposal or statement of work. Anything not listed there is out of scope.

3. Quotations & Pricing

• Quotations are valid for 30 days from the date of issue unless otherwise stated
• Prices are quoted in Euro (€) and are exclusive of VAT where applicable
• Cross-border B2B supplies within the EU may be issued under the reverse charge mechanism (Article 196 of Directive 2006/112/EC), where the customer accounts for VAT
• Fixed price work covers the documented scope only; additional work is quoted separately
• Time and materials work is billed against the agreed rate and reported periodically
• We may adjust pricing where the scope changes materially or where third-party costs increase

4. Prototypes & Proof of Concept Work

Prototypes are designed to validate direction, feasibility and user experience. Unless expressly stated otherwise:

• Prototypes are not production systems and are not intended for live business use
• They may use sample data, stub integrations, simplified permissions and limited error handling
• They carry no availability, security or performance commitments and no warranty
• Production hardening, testing, integrations and data migration are separately scoped

5. Milestone Delivery & Payment Terms

• Projects are typically delivered in milestones, each with defined deliverables and a payment
• Standard commercial terms are 50/50 or 30/40/30 across milestones, as stated in the quotation
• The first payment is required before work commences; work on a later milestone may be paused until the previous milestone is paid
• Retainers and managed support are invoiced monthly in advance
• Invoices are payable within 14 days of issue unless agreed otherwise in writing
• Late payments may incur interest at the statutory rate under the European Communities (Late Payment in Commercial Transactions) Regulations 2012
• Third-party costs (hosting, licences, AI usage, domains, paid APIs) are either recharged at cost or paid directly by you
• Deployment to production and handover of credentials are conditional on cleared payment of amounts then due

6. Acceptance Testing

• Each milestone is delivered to a staging or review environment for your testing
• You have 7 calendar days from delivery to test against the agreed scope and report defects in writing
• A defect means the deliverable does not perform as described in the agreed scope; new requirements are a change request, not a defect
• Reported defects are corrected at no extra cost within a reasonable period
• A milestone is deemed accepted if no defects are reported within the review window, or once the deliverable is used in live business operations

7. Change Requests & Revisions

• Each engagement includes the revision rounds stated in the quotation
• Changes to agreed scope, data models, integrations or designs are handled as written change requests with a cost and timeline impact
• Additional work beyond agreed scope is charged at our standard rate

8. Integrations & Third-Party Services

Many deliverables depend on services we do not control, including hosting and backend platforms, CRM systems, payment providers, email and messaging providers, analytics and public APIs.

• You are responsible for holding the required accounts, licences, plans and API access, and for their fees
• Third-party terms, rate limits and quotas apply to any integration we build
• Breaking changes, deprecations, outages or pricing changes by a provider are outside our control; remedial work is chargeable unless covered by an active retainer
• We are not liable for loss caused by a third-party service failing, changing or suspending access

9. AI Services & Usage Costs

• AI features rely on third-party models and are probabilistic: output can be inaccurate, incomplete or unsuitable and must be reviewed by a human before it is relied upon
• AI output is not professional, legal, medical or financial advice, and we do not warrant accuracy of generated content
• You remain responsible for how AI features are used in your business and for compliance with applicable law, including the EU AI Act obligations that apply to you as deployer
• Model usage is metered by the provider. Usage costs (tokens, requests, storage, minutes) are variable, are your responsibility, and are recharged at cost where billed through us
• Where usage caps are agreed, we may throttle or pause AI features once a cap is reached to prevent runaway cost
• Model providers, versions and pricing may change. We may substitute an equivalent model where a provider retires or repricing makes continuation impractical
• You must not submit special category personal data or credentials to AI features unless that use has been explicitly scoped and documented

10. Hosting & Managed Support

• Hosting, backend platform, database and domain services are provided by third parties and are subject to their availability terms. We do not offer an independent uptime guarantee unless one is stated in writing
• Managed support covers monitoring, dependency and security updates, backups configuration, minor fixes and the hours or scope stated in your plan
• New features, redesigns, new integrations and data migrations are project work and sit outside support plans
• Support is provided during Irish business hours. Response targets, not resolution times, are what we commit to unless a separate service level agreement is signed
• Support outside an active plan is charged at our standard rate, subject to availability
• Where hosting or licences are held in our accounts on your behalf, they remain conditional on your plan being current and are transferable to you on request

11. Retainers: Cancellation & Unused Hours

• Retainers run monthly and renew automatically until cancelled
• Either party may cancel with 30 days written notice. Notice takes effect at the end of the following billing period
• Monthly fees are paid in advance and are non-refundable once the billing period has started
• Included hours reset each month. Unused hours do not roll over and are not refundable or transferable unless your plan expressly allows carry-over, in which case carried hours expire after one further month
• Hours used beyond the plan allowance are billed at the agreed overage rate
• We may suspend support where fees are overdue by more than 14 days
• On cancellation we provide a reasonable handover of code, credentials and documentation, subject to cleared payment. Migration assistance beyond that is chargeable

12. Project Cancellation

By you: if you cancel after work has commenced, you are charged for all work completed and for committed third-party costs, with a minimum charge equal to the first milestone.

By us: we may terminate where payment terms are breached, where required inputs or access are not provided, or where continuing becomes impractical or unlawful. Work completed to that point remains payable.

13. Intellectual Property

Before full payment: all designs, code, configuration and documentation created by us remain our property until payment in full is received.

After full payment: ownership of the bespoke deliverables created specifically for your engagement transfers to you. We retain the right to reference the work in our portfolio and case studies unless agreed otherwise in writing.

Our background material: reusable components, internal libraries, tooling, templates and know-how developed independently remain ours. You receive a perpetual, non-exclusive licence to use them as embedded in your deliverables.

Third-party material: open source components, fonts, images, models and plugins remain subject to their own licences. We will identify any ongoing licence or subscription requirement.

Your material: your content, data, trademarks and systems remain yours. You confirm you hold the rights to everything you provide to us.

14. Security Responsibilities

Security is shared. Our responsibilities:

• Build to reasonable secure development practice: least privilege access rules, server side authorisation, input validation, secrets kept out of client code and out of source control
• Apply dependency and platform security updates for systems under an active support plan
• Notify you without undue delay if we become aware of a security incident affecting your systems or data

Your responsibilities:

• Managing your own users, roles, offboarding and access reviews after handover
• Protecting credentials, enabling multi-factor authentication and not sharing accounts
• Keeping third-party plans current so that security updates and backups remain available
• Approving and funding remediation work identified outside an active support plan

No system is completely secure. We do not warrant that software will be free of vulnerabilities, and penetration testing or formal certification is only provided where separately scoped.

15. Data Protection & Processing

• Where we process personal data on your behalf, you act as controller and we act as processor under the GDPR
• We process personal data only on your documented instructions and only as needed to deliver the services
• We apply appropriate technical and organisational measures, keep our personnel bound by confidentiality, and assist you with data subject requests and impact assessments at your cost where the effort is material
• We use sub-processors such as hosting, backend, email, analytics and AI providers. You authorise this use and we remain responsible for their performance of processing tasks we assign
• Data is hosted in the EU or EEA where available. Where a transfer outside the EEA is required, it relies on an adequacy decision or Standard Contractual Clauses
• On termination we delete or return personal data we hold on your behalf on request, except where retention is legally required
• A separate data processing agreement can be signed on request and prevails over this section
• Our own use of personal data as controller is described in our Privacy Policy

16. Client Responsibilities

• Provide content, data, brand assets and system access in a timely manner
• Nominate a single decision maker for approvals and testing
• Provide timely feedback and complete acceptance testing within the review window
• Hold the rights and consents needed for the material and data you supply
• Maintain your own accounts, licences and payment methods for third-party services

Delay in providing inputs, approvals or access shifts timelines and may lead to rescheduling.

17. Timelines

Estimated timelines are given in good faith and depend on prompt content, feedback and access, on stable scope and on third-party providers. We flag significant delays as soon as they are anticipated.

18. Service Limitations & Warranties

• Software is delivered as described in the agreed scope. We do not warrant that it will be error free or uninterrupted
• Defects in bespoke deliverables reported within 30 days of acceptance are corrected at no cost. After that period, corrective work falls under a support plan or is chargeable
• The warranty does not cover changes made by you or third parties, misuse, unsupported environments, third-party outages or breaking changes, or work on systems left without maintenance
• We do not guarantee commercial outcomes such as traffic, rankings, conversion, revenue or cost savings, and we do not guarantee specific AI accuracy rates unless explicitly agreed in writing
• We do not provide legal, tax, accounting, medical or regulatory advice. Compliance sign-off for your industry remains yours

19. Limitation of Liability

To the maximum extent permitted by Irish law:

• Our total aggregate liability is limited to the fees paid by you for the engagement giving rise to the claim in the 12 months before the claim
• We are not liable for indirect, incidental or consequential loss, including loss of profit, revenue, goodwill, data or anticipated savings
• We are not liable for loss arising from third-party services, model providers, hosting or network failures
• Nothing in these Terms limits liability that cannot lawfully be limited, including for death, personal injury or fraud

20. Confidentiality

Both parties keep confidential any proprietary information disclosed during the engagement, including commercial data, credentials, roadmaps and pricing. This obligation survives termination.

21. Governing Law

These Terms are governed by the laws of Ireland. Disputes arising from these Terms or our services are subject to the exclusive jurisdiction of the Irish courts.

22. Changes to Terms

We may update these Terms from time to time. The current version is always available on this page. Continued use of our services after a change constitutes acceptance of the updated Terms.

23. Contact

For questions about these Terms, please contact us:

VisionWeb.ie
Kristina Okyay Carey, Sole Trader, Ireland
Email: hello@visionweb.ie
Phone: +353 85 850 5597