Terms of Service for Vanyal Agency
Last Updated: November 9, 2025
Introduction
These Terms of Service ("Terms") govern the provision of digital marketing and web development services by Vanyal Agency LLC, a Wyoming limited liability company, doing business as "Vanyal Agency" in Switzerland ("Agency," "we," or "us") to our clients ("you" or "Client"). By engaging our services, you agree to these Terms. Our services include website development, SEO, social media marketing, email marketing, automations, data analytics, brand identity, and local presence partnerships. Unless otherwise explicitly agreed in writing, each service engagement is governed by its own contract. These Terms supplement such agreements and set general rules for all projects. They are subject to Swiss law, which will govern their interpretation and enforceability.
Scope of Services
Vanyal Agency offers a range of distinct digital services. Each service listed below is provided separately unless we expressly agree to bundle them. Services include:
- Website development and maintenance
- Search Engine Optimization (SEO)
- Social media marketing campaigns
- Email and direct marketing services
- Marketing automations (e.g. email workflows)
- Data analytics and reporting
- Brand identity design (logos, brand guidelines, etc.)
- Local presence and partnerships (e.g. directory listings, local ads)
Unless stated otherwise in a contract, each service is treated as a separate engagement. For example, if you retain us for both web development and SEO, each service will have its own scope, deliverables, and fees. Any change or addition to a service (scope, features, or timelines) must be agreed in writing before work begins.
User (Client) Obligations
You agree to cooperate fully and act in good faith. In particular, you will:
- Provide all necessary information, materials, and access (e.g. website accounts, logos, text, login credentials) in a timely manner.
- Ensure that all materials you supply (images, text, trademarks, etc.) are owned by you or properly licensed, and do not infringe third-party rights or violate any law.
- Comply with all applicable laws and regulations (e.g. data protection, privacy, and intellectual property laws) in using our services.
- Use the services for lawful purposes only. You will not engage in any illegal, fraudulent, or abusive activity with respect to services provided.
- Review deliverables (such as drafts or proofs) promptly and give feedback or approval as requested. Delays in providing input may affect project timelines.
- Maintain the confidentiality and security of any Agency-provided credentials, access, or confidential information.
Failure to fulfill these obligations may delay or impair our performance, and the Agency will not be responsible for any resulting delays or damages caused by your actions or omissions.
Fees and Payments
All fees for services are specified in the individual service agreement or project proposal. Unless otherwise agreed, fees are quoted in Swiss francs (CHF) and exclude Swiss VAT or other sales taxes, which will be added where applicable. Payment terms are set out in the contract. Typically, we require a deposit or full payment in advance of work and the balance upon delivery or at milestones.
Invoices
We will invoice you for all fees and expenses. Invoices are due on the date specified in the invoice. For example, payment may be due 14 days after you receive the invoice.
Default and Interest
If no payment term is agreed, Swiss law provides that payment is due immediately upon invoicing. Any overdue payment may incur statutory default interest (currently 5% per annum) plus reasonable collection costs. We may also suspend work until payment is made.
Expenses
Any agreed-upon out-of-pocket expenses (such as travel, stock images, or third-party services) are your responsibility and will be billed or reimbursed according to the contract.
No Setoff
You may not withhold or set off any amounts owed to us against amounts we may owe you, unless agreed in writing.
We charge in CHF and payment must be made by bank transfer or other agreed method. Timely payment is a condition of our continued performance. Invoices will detail the services rendered and any applicable taxes.
No Guarantee Clause
The Agency provides services using reasonable professional skill and effort. However, we do not guarantee any specific results or outcomes (such as higher search rankings, specific sales, or website traffic) unless a specific guarantee is explicitly written into the service contract. In other words, performance guarantees are only valid if expressly agreed in writing. For example, we do not promise that your website will always be up 100% of the time, that SEO will rank you first on Google, or that social media campaigns will achieve particular metrics, unless these are specifically contracted. As noted in similar Swiss terms of service, no service characteristic is guaranteed unless explicitly agreed. We are not liable for delays or failures caused by factors beyond our control (like changes in third-party platforms, internet outages, or compliance with external policies). By proceeding, you acknowledge that the marketing and technical outcomes depend on many variables, and any goals or past performance indicators are illustrative rather than assured.
Intellectual Property
All intellectual property (IP) rights related to the services are allocated as follows:
Agency Materials
Any pre-existing tools, templates, code libraries, or methodologies developed by Vanyal Agency before or independent of your project remain our exclusive property. We grant you a license to use these only as needed to use the deliverables.
Project Deliverables
Under Swiss law, the creator of a work (here, the Agency) initially owns the copyright in that work. Upon full payment of fees, the Agency grants you a non-exclusive license to use the final deliverables (such as the finished website design, logo, or campaign materials) for your business purposes as specified in the contract. If you require ownership (assignment) of certain rights, this must be expressly provided in writing.
Client Materials
You retain ownership of all content and IP that you provide to us (like existing trademarks, brand materials, data). You grant the Agency a license to use your materials solely for performing the services. You warrant that you have all necessary rights to the content you supply, and will indemnify us if this is not the case.
Third-Party Content
If we use any third-party materials (like stock photos, fonts, or plugins), your use of those materials will be subject to the license terms from the original provider.
Portfolio Rights
Unless prohibited in your contract, the Agency may showcase the work in our portfolio or marketing, provided any confidential information is omitted.
In summary, unless a written agreement provides otherwise, the Agency retains ownership of its creative and technical works, and you are granted only the usage rights explicitly set out in the contract.
Limitation of Liability
Company form & personal liability. The contracting entity is Vanyal Agency LLC, a Wyoming limited liability company. All obligations under these Terms and any service agreement are solely those of Vanyal Agency LLC. To the maximum extent permitted by applicable law, no member, manager, employee, or affiliate of Vanyal Agency LLC shall have any personal liability for any obligations or liabilities of the Agency. Any claim must be brought only against Vanyal Agency LLC, not against its individual members, managers, employees, or affiliates.
Swiss-law compliance
Swiss law (Art. 100 of the Code of Obligations) forbids excluding or limiting liability for gross negligence or willful misconduct. Accordingly, we remain fully liable for damages we cause by our own gross negligence or intentional breach.
Ordinary negligence
To the fullest extent permitted under Swiss law, we exclude liability for slight/ordinary negligence. Any mandatory liability that cannot be excluded remains unaffected.
Indirect and consequential loss
We are not liable for indirect, special, incidental, punitive, or consequential damages (including lost profits, lost data, loss of goodwill, or business interruption), even if we were advised of the possibility of such damages.
Overall cap
Except in cases of gross negligence or intent, our total aggregate liability arising out of or in connection with the services shall not exceed the total fees actually paid by you to Vanyal Agency LLC for the specific service giving rise to the claim.
Third-party platforms & external factors
We are not responsible for failures or degraded performance caused by third-party providers, platform policy changes, internet/hosting outages, or other events outside our reasonable control.
These limitations allocate risk fairly given the nature of digital services and apply regardless of the legal theory (contract, tort, statute, or otherwise), to the extent permitted by Swiss law.
Governing Law and Jurisdiction
These Terms and all service agreements between you and Vanyal Agency are governed by the substantive law of Switzerland. Any dispute arising under or related to these terms will be resolved in the courts of Switzerland. Specifically, we agree that the courts of (for example) the Canton of Zurich have exclusive jurisdiction, unless mandatory consumer protection laws (if applicable) require otherwise. For the avoidance of doubt, the parties acknowledge that the contracting entity is Vanyal Agency LLC, a Wyoming limited liability company; this choice of Swiss law and Zurich courts does not affect the limited-liability status of the LLC's members and managers. In compliance with Swiss guidelines, we explicitly choose Swiss law and jurisdiction for these contracts. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Amendments
Vanyal Agency may update or modify these Terms at any time for future projects. We will notify you of any significant changes by email or through our website. As a common industry practice, clients will typically receive at least 30 days' notice of any material amendments. Unless you notify us otherwise in writing within that notice period, continued use of our services will constitute acceptance of the revised terms. No changes will retroactively alter the terms governing work already performed unless we expressly agree in writing. You may refuse changes by discontinuing services, subject to the termination provisions of your service contract.
Contact
If you have any questions about these Terms or wish to give notice under these Terms, please contact us at: support@vanyalagency.ch
We are committed to fair, transparent service. Thank you for choosing Vanyal Agency.