Terms and Conditions of Service

Effective Date: 23 March 2026

These Terms and Conditions (“Terms”) govern the relationship between VIMAR Digital Marketing (“VIMAR”, “we”, “us”, or “our”) and any individual or business (“Client”, “you”, or “your”) who engages our services. By instructing VIMAR to carry out any work, or by signing a proposal, brief, or service agreement, you agree to be bound by these Terms.

VIMAR Digital Marketing is a trading name operated by Jan Kowalski (trading as VIMAR Digital Marketing), registered in Ireland, with offices at Old Mill, 7/8 Church Avenue, Portlaoise, Co. Laois, R32 VA4P.

1. Services

1.1 Scope of Services

VIMAR provides digital marketing services including, but not limited to:

1.2 Service Agreements

The specific scope, deliverables, timeline, and fees for each engagement will be set out in a written proposal, Statement of Work (SOW), or service agreement provided to the Client. These Terms apply to and are incorporated into all such agreements.

1.3 Changes to Scope

Any material changes to agreed scope must be requested in writing and will require a revised proposal and, where applicable, additional fees. VIMAR reserves the right to decline scope changes that conflict with our service capabilities or ethical standards.

2. Fees, Payment & Invoicing

2.1 Fees

Fees are as specified in the relevant proposal or service agreement. All fees are quoted in Euro (€) and are exclusive of VAT where applicable. VAT will be charged at the prevailing rate where VIMAR is obligated to do so under Irish and EU law.

2.2 Payment Terms

Unless otherwise agreed in writing:

  • Project-based work requires a deposit of 50% upon acceptance, with the balance due upon completion or delivery.
  • Ongoing retainer services are invoiced monthly in advance and are due within 14 days of the invoice date.
  • Third-party costs (e.g. advertising spend, stock imagery, domain registrations, software licences) are invoiced separately or passed through at cost unless a management fee arrangement has been agreed.

2.3 Late Payment

VIMAR reserves the right to charge interest on overdue amounts at a rate of 8% per annum above the European Central Bank base rate, in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012). We also reserve the right to suspend active services until outstanding balances are settled.

2.4 Expenses

Reasonable and pre-approved out-of-pocket expenses (travel, printing, external tools, etc.) will be invoiced to the Client with supporting documentation.

3. Client Obligations

To enable VIMAR to deliver services effectively, you agree to:

  • Provide accurate, complete, and timely information, assets, approvals, and access credentials as required.
  • Designate a named point of contact with authority to provide instructions and approvals.
  • Provide feedback and approvals within agreed timeframes. Delays caused by the Client may result in revised timelines and/or additional fees.
  • Ensure that all materials, content, and information you supply do not infringe any third-party rights and comply with applicable laws.
  • Obtain any third-party consents, licences, or permissions required for the use of materials you provide to us.

4. Intellectual Property

4.1 Client-Owned Materials

All materials, content, data, trademarks, and intellectual property supplied by the Client to VIMAR remain the sole property of the Client. The Client grants VIMAR a non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

4.2 VIMAR Work Product

Upon receipt of full payment for the relevant services, VIMAR assigns to the Client all intellectual property rights in bespoke work product created specifically for the Client (e.g. custom website code, original copy, design assets), to the extent permitted by law.

4.3 Pre-Existing Materials & Tools

VIMAR retains all intellectual property rights in any pre-existing tools, methodologies, templates, frameworks, proprietary software, automation systems, or know-how used in the delivery of services. No assignment of such rights is implied or granted.

4.4 Third-Party Licences

Services may incorporate third-party components (themes, plugins, stock imagery, fonts, etc.) that are subject to their own licence terms. VIMAR will notify the Client of any material third-party licences. The Client is responsible for ensuring continued compliance with such licences beyond the engagement.

4.5 Portfolio Rights

Unless otherwise agreed in writing, VIMAR reserves the right to include work completed for the Client in our portfolio, case studies, and promotional materials, subject to any confidentiality obligations.

5. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with the services (“Confidential Information”). Neither party will disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or with appropriate protective measures in place.

This obligation of confidentiality survives termination of the engagement for a period of three (3) years.

6. Data Protection

VIMAR processes personal data in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679 and the Data Protection Act 2018 (Ireland). Our full Privacy Policy, available at vimar.ie/privacy-policy, sets out how we collect, use, store, and protect personal data.

Where VIMAR processes personal data on behalf of the Client (e.g. managing social media accounts or advertising platforms containing end-user data), the parties will, where required by law, enter into a Data Processing Agreement (DPA). The Client warrants that it has a lawful basis for providing such data to VIMAR.

7. Advertising & Third-Party Platforms

Where VIMAR manages paid advertising campaigns (Google Ads, Meta Ads, etc.) on the Client’s behalf:

  • Advertising budgets belong to the Client and are spent on the Client’s behalf. VIMAR does not mark up media spend unless explicitly agreed in writing.
  • Performance outcomes (impressions, clicks, conversions, leads, revenue) cannot be guaranteed. We will use commercially reasonable efforts to optimise campaigns but cannot guarantee specific results due to factors outside our control.
  • VIMAR will not be liable for any actions taken by third-party platforms (account suspension, policy changes, billing errors) that affect campaign delivery.
  • The Client is responsible for ensuring that all advertising creative, landing pages, and offers comply with applicable platform policies and Irish and EU advertising regulations.

8. SEO & Search Engine Services

In providing SEO, GEO, or related services, VIMAR:

  • Does not guarantee specific search engine rankings, AI citation frequency, or organic traffic volumes. Search engine algorithms are outside our control and subject to change.
  • Will apply only legitimate, white-hat optimisation techniques in accordance with Google’s Webmaster Guidelines and other applicable platform policies.
  • Is not responsible for ranking changes or traffic losses resulting from algorithm updates, competitor actions, or changes to the Client’s own website made outside of our scope.
  • Requires the Client to provide or facilitate access to relevant platforms (Google Search Console, Google Analytics, WordPress admin, etc.) as needed.

9. Websites & Digital Assets

9.1 Hosting

Unless VIMAR is expressly engaged to provide hosting services, the Client is responsible for securing and maintaining appropriate web hosting. VIMAR will not be liable for downtime, data loss, or security breaches arising from the Client’s hosting environment.

9.2 Acceptance

Upon delivery of a completed website or digital asset, the Client has 10 business days to review and raise any defects in writing. After this period, or upon the Client’s written sign-off (whichever is earlier), the deliverable is deemed accepted. Post-acceptance amendments are subject to additional fees.

9.3 Maintenance

Ongoing website maintenance, plugin updates, security patching, and backups are not included in project fees unless explicitly agreed under a separate maintenance retainer.

10. Warranties & Representations

10.1 VIMAR Warranties

VIMAR warrants that:

  • Services will be performed with reasonable skill and care by appropriately qualified personnel.
  • To the best of our knowledge, work product created by VIMAR will not infringe any third-party intellectual property rights.

10.2 Client Warranties

The Client warrants that:

  • It has full authority to enter into these Terms and to instruct VIMAR as contemplated herein.
  • All materials, data, and content supplied by the Client are accurate, lawful, and do not infringe any third-party rights.
  • It will comply with all applicable laws in relation to its use of the services and any resulting work product.

11. Limitation of Liability

To the maximum extent permitted by applicable Irish and EU law:

  • VIMAR’s total aggregate liability to the Client for any claim arising out of or in connection with these Terms or the services shall not exceed the total fees paid by the Client to VIMAR in the three (3) months preceding the event giving rise to the claim.
  • VIMAR shall not be liable for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of profits, loss of business, loss of data, or loss of goodwill, even if advised of the possibility of such losses.
  • Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

12. Term & Termination

12.1 Project Engagements

Project-based engagements continue until completion of the agreed deliverables or as otherwise agreed in writing. Either party may terminate for material breach if the breach is not remedied within 14 days of written notice.

12.2 Retainer Agreements

Monthly retainer agreements may be terminated by either party with 30 days’ written notice. Fees accrued to the termination date remain payable in full.

12.3 Effect of Termination

Upon termination:

  • All outstanding fees become immediately due and payable.
  • VIMAR will provide reasonable assistance (subject to payment) to transition work to the Client or a new provider.
  • Each party will return or destroy Confidential Information of the other party upon request.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, pandemic, government action, power failure, or failure of third-party platforms or infrastructure. The affected party must notify the other as soon as reasonably practicable.

14. Subcontracting

VIMAR may engage subcontractors, freelancers, or specialist partners to assist in the delivery of services. VIMAR remains responsible for the quality of such subcontracted work. VIMAR will not disclose the Client’s Confidential Information to subcontractors beyond what is necessary for service delivery, and will ensure appropriate confidentiality obligations are in place.

15. Amendments

VIMAR reserves the right to update these Terms from time to time. The most current version will be published at vimar.ie. For ongoing engagements, material changes will be communicated to the Client in writing with reasonable notice. Continued engagement with VIMAR’s services following such notice constitutes acceptance of the updated Terms.

16. Governing Law & Dispute Resolution

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

In the event of a dispute, the parties agree to attempt to resolve the matter in good faith through negotiation. If resolution cannot be reached within 30 days, either party may refer the matter to the courts of Ireland, to whose exclusive jurisdiction both parties hereby submit.

17. General

  • Entire Agreement: These Terms, together with any applicable proposal or service agreement, constitute the entire agreement between the parties and supersede all prior representations and understandings.
  • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.
  • No Partnership: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between VIMAR and the Client.
  • Notices: Formal notices must be sent in writing by email to [email protected] or by post to Old Mill, 7/8 Church Avenue, Portlaoise, Co. Laois, R32 VA4P, Ireland.

Contact Us

If you have any questions about these Terms, please contact us:

VIMAR Digital Marketing
Old Mill, 7/8 Church Avenue, Portlaoise, Co. Laois, R32 VA4P, Ireland
Email: [email protected]
Phone: 057 850 9060
Website: vimar.ie