Effective date: 17 August 2026
1. About these Terms
These Terms & Conditions apply to use of vicoladesigns.com and, where incorporated by reference into a Proposal, Package Selection & Agreement, quote, statement of work or other written agreement, to services supplied by Vicola Designs.
If a signed Proposal or written variation conflicts with these Terms about a specific service, the signed or specifically agreed document takes priority for that service. Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded.
2. About Vicola Designs
Vicola Designs provides website design, Google Business Profile support for eligible businesses, Local SEO, social-media/content support, website maintenance, review-management support, digital growth support and related digital services.
“Vicola Designs”, “Vicola”, “we”, “us” and “our” mean the person or entity operating the Vicola Designs business.
3. Website information
Information on our website is general information about Vicola and its services. We try to keep it accurate and current, but website content may change and does not by itself create a service contract.
Examples, mockups, demonstration websites, generated visuals and illustrative material are examples only unless clearly identified as actual client work. We do not represent a fictional/demo business as a real client, testimonial or result.
4. Quotes, Proposals and scope
A client engagement begins only when the scope and price are clearly agreed in writing. The applicable Proposal, Package Selection & Agreement, quote or written variation defines the services included.
Anything not included in the agreed scope is out of scope. If a client requests additional work, Vicola may provide a separate quote or written variation before starting it. Vicola is not required to perform out-of-scope work without written agreement.
5. Prices and payment
Unless the applicable Proposal states otherwise:
• recurring services are paid monthly in advance;
• one-off project work is generally 50% upfront before work starts and 50% before launch or final handover;
• small one-off work may be invoiced 100% upfront where stated in the written scope.
Paid work does not start until the required upfront payment has cleared. Amounts, due dates, taxes and payment instructions are those shown on the invoice or Proposal. Vicola will not add GST unless it is legally required and correctly registered to do so.
6. Client responsibilities
The client must provide accurate business information, lawful content, timely approvals, required access and materials reasonably needed to deliver the services.
The client is responsible for confirming the accuracy of business names, services, prices, offers, service areas, opening hours, licences, qualifications, warranties, legal disclosures and claims supplied by or approved by the client.
Vicola may pause affected work where required information, access, payment or approval is missing. A client-caused delay may move delivery dates.
7. Account ownership and access
Where practical, clients should remain the owner of their domain, hosting, Google, Meta, social-media and other core business accounts. Vicola should receive the minimum appropriate manager/admin access needed to perform the agreed work.
The client must not send passwords unless there is no reasonable delegated-access method and Vicola specifically requests an alternative secure process. The client remains responsible for maintaining appropriate account security and recovering access to accounts they own.
8. Intellectual property
The client retains ownership of intellectual property, branding, logos, photographs, copy, data and other materials that the client owned before the engagement or lawfully supplies to Vicola.
Vicola retains ownership of its pre-existing intellectual property and reusable business assets, including templates, frameworks, methods, processes, internal systems, know-how, reusable code/components, design systems, SOPs, prompts, tools and materials created independently of the specific client project.
Subject to full payment of all amounts due for the relevant project, Vicola assigns to the client the intellectual-property rights that Vicola owns and is legally able to assign in final bespoke website design/copy/code and other project-specific deliverables created specifically for that client, excluding Vicola’s pre-existing/reusable material and third-party material.
Third-party software, WordPress, plugins, fonts, stock assets, platform components, open-source code, licensed content and other third-party materials remain subject to their own licence terms. Vicola cannot transfer ownership of rights it does not own.
Unless the client and Vicola agree otherwise in writing, Vicola may identify the client by business name and display non-confidential finished public work in its portfolio or capability materials after the work is publicly launched. The client may request in writing that confidential or sensitive material not be used for portfolio purposes.
9. Client-supplied material and permissions
The client confirms that it has the right to provide and authorise use of material it supplies to Vicola, including logos, photographs, videos, testimonials, reviews, copy and third-party content. The client must tell Vicola about any restrictions.
Vicola will not knowingly fabricate reviews, testimonials, licences, staff, customer results, business locations or other factual claims.
10. Third-party platforms and services
Vicola may work with or link to third-party platforms such as WordPress, Google, Meta/Facebook, Instagram, TikTok, YouTube, hosting companies, domain registrars, plugins and software providers.
Those providers control their own availability, policies, algorithms, verification, suspensions, rankings, reach and technical systems. Vicola cannot guarantee that a third-party platform will approve, verify, index, rank, publish, retain or continue to provide any particular feature or account.
11. SEO, marketing and performance
Vicola does not guarantee a particular Google ranking, number of leads, enquiries, sales, reviews, social-media reach, advertising performance, revenue or other commercial outcome.
Digital performance can be affected by competition, client response times, business capacity, pricing, reputation, platform changes, search algorithms, seasonality, market conditions, third-party systems and factors outside Vicola’s control.
Any estimate, forecast, audit finding or recommendation is not a guaranteed result.
12. Approvals
Where the agreed workflow requires client approval, the client should review material promptly and check factual accuracy before approval. Approval authorises Vicola to proceed or publish that item in the agreed form.
If the client requests changes after approving an item, the change may be treated as a revision or variation depending on the agreed scope.
13. Delivery dates and delays
Vicola will use reasonable efforts to meet agreed timeframes but dates may depend on client materials, approvals, access, third-party providers and technical conditions.
Vicola is not responsible for delay caused by missing client information/access, third-party outages, platform review/verification, force majeure or matters outside reasonable control. Vicola will communicate material delays when reasonably practicable.
14. Recurring services and cancellation
Unless a Proposal states a different term, recurring services operate on a month-to-month basis and are paid in advance.
Either party may give written notice that recurring services will end at the end of the current paid billing period. Vicola may stop or suspend services earlier for serious breach, unlawful instructions, abusive conduct, security risk or non-payment after giving reasonable notice where appropriate.
Amounts already paid for services already supplied are not refundable except where required by law. If Vicola ends a prepaid recurring period without client breach before the prepaid work is supplied, Vicola will refund the reasonable unused prepaid portion.
15. Cancellation of one-off projects
If a client cancels a one-off project after work has started, Vicola may invoice for work reasonably performed up to cancellation and for non-cancellable third-party costs that were approved or reasonably incurred for the project.
Any unused prepaid amount will be dealt with fairly having regard to work completed, approved costs and rights that apply under law. A deposit is not automatically forfeited merely because a project is cancelled unless the applicable written agreement and law permit that outcome.
16. Suspension for non-payment
Vicola may pause work if an invoice is overdue. Vicola will not knowingly disable, damage or hold hostage client-owned assets merely to pressure payment. Where Vicola controls an unpublished or not-yet-transferred project deliverable, final launch, handover or assignment of Vicola-owned bespoke IP may be withheld until amounts properly due are paid, subject to applicable law.
17. Confidentiality
Each party should use reasonable care with confidential business information received from the other and use it only for the engagement unless disclosure is authorised or required by law.
This does not prevent Vicola from using general skills, experience, know-how and non-confidential methods developed through its work.
18. Privacy
Vicola handles personal information in accordance with its published Privacy Policy and applicable law. The client should not provide Vicola with unnecessary sensitive information or customer data. If a project requires Vicola to handle significant customer/personal data beyond normal website/contact administration, the parties should agree additional privacy/security requirements before that work begins.
19. Security and backups
Vicola uses reasonable security practices but no online system is completely secure. The client should maintain control of critical accounts and use strong passwords and multi-factor authentication where available.
Where Website Maintenance is included, backup/update obligations are limited to the agreed scope. Unless specifically agreed, Vicola is not an unlimited disaster-recovery, cybersecurity-monitoring or managed-IT provider.
20. Consumer rights
Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right, remedy or liability that cannot lawfully be excluded under the Australian Consumer Law or other applicable law.
Where the law permits a remedy or liability to be limited, any limitation in these Terms applies only to the extent it is lawful and fair in the circumstances.
21. Liability
To the maximum extent permitted by law, Vicola is not liable for indirect, incidental or consequential loss that was not reasonably foreseeable from the agreed services, or for loss caused by inaccurate client instructions, client-supplied material, client delay, third-party platform decisions, outages or unauthorised changes made by others.
Nothing in this clause excludes liability that cannot legally be excluded, including applicable consumer guarantees, fraud or wilful misconduct.
22. Disputes
If a dispute arises, the parties should first try in good faith to resolve it by written notice and direct discussion. The notice should identify the issue and the outcome sought.
This clause does not prevent either party from seeking urgent legal relief or exercising a statutory right.
23. Changes to these Terms
We may update the website version of these Terms for future use. Changes do not rewrite a signed client agreement retrospectively unless the client and Vicola agree to the change or the applicable agreement lawfully provides otherwise.
24. Contact
Vicola Designs
Email: sam@vicoladesigns.com
Website: https://vicoladesigns.com/
Contact: https://vicoladesigns.com/contact/
