These Website Design Terms of Service apply to all Clients who engage NA Visuals for Website Design Services. Certain ongoing services described herein require an active Website Hosting Subscription and are further governed by our Website Hosting Terms of Service.

NA Visuals provides professional Website Design Services as described herein.

This document outlines the Terms of Service (the “Agreement”) between you (the “Client,” “you,” or “your”) and NA Visuals (the “Company,” “we,” “us,” or “our”). By accessing or using our Website Design Services, you agree to comply with and be legally bound by these Terms. We encourage you to carefully review this Agreement, as it forms a binding contract between you and NA Visuals.

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• “BNPL” means Buy Now, Pay Later financing options, such as Affirm, that allow Clients to pay for services in installments.
• “Business Days” means Monday through Friday, excluding federal holidays observed by NA Visuals.
• “Client Content” means all content, data, graphics, images, logos, text, and any other materials that you provide to NA Visuals or upload to your hosted website.
• “Deliverables” means all website designs, graphics, code, and other materials created by NA Visuals for the Client under this Agreement.
• “Design Assets” means the Client’s static, non-functional creative output, including: logos, brand graphics, photographs, media files, website copy and text content, and any other visual or written materials originally provided by the Client. Design Assets do not include active license keys, functional code dependencies, proprietary server configurations, API integrations, or any Developer Licenses.
• “Developer Licenses” means all third-party software licenses, API keys, plugin subscriptions, and premium theme licenses that are owned, purchased, or maintained by the Company under the Company’s developer or agency accounts. Developer Licenses are used to power the functional operation of the Client’s website and are not transferable to the Client.
• “Digital Deliverables” means design drafts, mockups, media files, galleries, websites, and other digital work products.
• “Project” means the specific website design work described in the applicable proposal, invoice, or written agreement between the parties.
• “Revision Round” means one opportunity for the Client to review work and provide feedback during one design phase. A Revision Round may take the form of an online meeting, a single email containing multiple change requests, or a series of related messages sent within the same conversation or sitting. Each Revision Round counts as one (1) round regardless of the format used to deliver the feedback. A Revision Round does not include requests that materially alter the approved creative direction, layout structure, or project scope; such requests constitute a Change Order under Section 7.5.
• “Services” means all website design services provided by NA Visuals, including Initial Website Design Services and Ongoing Website Design Services.
• “Software Audit Document” means the professional documentation provided by the Company upon termination that itemizes every premium plugin, theme, and third-party software license used on the Client’s website, along with links to where the Client can purchase their own individual licenses.
• “Subscription” means the recurring billing arrangement under which you pay for Website Hosting Services on a monthly or annual basis.
• “Substantial Performance” means the point at which meaningful work or resources have been dedicated to a Project. This includes, but is not limited to, the completion of a wireframe, the presentation of a first draft or design concept, the procurement of third-party assets or licenses, or the allocation of dedicated resources to the Project.
• “Website Build” means the functional website configuration, including but not limited to theme frameworks, premium plugin licenses, custom CSS/PHP code, API integrations, caching configurations, firewall rules, performance optimizations, and all proprietary structural logic assembled by the Company to deliver a functioning website. The Website Build represents the Company’s proprietary “business engine” and is distinct from the Client’s Design Assets.

By using our Website Design Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are using our services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not meet these eligibility requirements, you are not authorized to access or use our services.

By checking the acceptance checkbox at the time of purchase, paying your first invoice, or continuing to use the Services after receiving notice of these Terms, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. Simply browsing our website does not constitute acceptance; an affirmative action (such as checking a box, executing a digital signature, or completing payment) is required.

These Website Design Terms of Service are intended to be read and applied in conjunction with our Website Hosting Terms of Service. If you have contracted for both website design and website hosting services with NA Visuals, the terms governing each service are complementary and collectively form the complete agreement between you and NA Visuals.

In the event of any conflict between these Website Design Terms and the Website Hosting Terms, the Website Design Terms will govern the provision of website design services, while the Website Hosting Terms will apply to hosting-related services.

Order of Precedence: If there is any conflict between this Agreement, the Refund Policy, and any other service-specific terms, the following order of precedence applies: (1) a signed Service Agreement, if any; (2) the Refund Policy; (3) the Website Hosting Terms of Service; (4) these Website Design Terms of Service.

Important: Website Design Services are dependent upon active Website Hosting Services with NA Visuals. Termination of your Website Hosting Services will automatically terminate any associated Website Design Services. See Section 20 (Termination) for details.

We reserve the right to modify, update, or replace any part of these Terms of Service at our sole discretion. We will provide at least fourteen (14) days’ notice before any material changes take effect. Notice will be provided via email or through your admin account.

Changes will not apply retroactively to Projects already in progress at the time of modification. If you do not agree with the updated Terms, you may terminate your ongoing services within the notice period. Continued use of our services after the effective date of any changes constitutes acceptance of the revised Terms.

7.1 Initial Website Design Services
Our initial website design services include planning, design, and development of a custom website based on the Client’s approved package, preferences, and requirements. The specific scope, deliverables, timeline, Revision Round limits, and payment terms for each Project will be outlined in a written proposal or invoice provided before work begins.

Initial design Projects include up to three (3) Revision Rounds as defined in Section 2, unless otherwise specified in writing. Additional Revision Rounds may be accommodated at an additional cost. Revisions that materially alter the approved creative direction, layout structure, or project scope constitute a Change Order and are subject to Section 7.5.

7.2 Project Acceptance
Upon delivery of the completed website design, the Client will have seven (7) Business Days to review the work and either request final revisions (within the allocated Revision Rounds) or provide written acceptance. If no response is received within this period, the Project will be deemed accepted.

Project acceptance constitutes final approval for purposes of the Refund Policy. No refunds are available after acceptance.

Once the initial design Project is completed and accepted, services transition into Ongoing Website Design Services as defined below.

7.3 Ongoing Website Design Services
Our ongoing website design services are designed to maintain, enhance, and update your website after its launch. Under this scope, we may perform the following upon request, including but not limited to:

• Design edits or layout adjustments to existing pages
• Addition or replacement of images, text, and graphics
• Styling and formatting updates to maintain brand consistency
• Minor feature adjustments or visual enhancements
• Adding new pages, sections, or banners
• Responsive design adjustments for mobile or tablet optimization
• Consultation on design strategy or user experience improvements

All requests are handled in the order they are received. Standard turnaround times may vary depending on complexity and current workload.

7.4 Out-of-Scope Services
Certain requests fall outside the scope of our ongoing website design services and will require a separate proposal and additional fees, including but not limited to:

• Full website redesigns or complete theme rebuilds
• Advanced development features (membership systems, e-commerce stores, or third-party integrations)
• SEO, advertising, or marketing-related services
• Copywriting, content creation, or brand identity development
• Custom animations, plugin development, or coding beyond design adjustments
• Emergency or rush projects requiring completion within twenty-four (24) hours

If a requested task falls outside the scope of your service plan, we will provide a custom quote before work begins.

7.5 Change Orders
Any requests that fall outside the initially agreed-upon scope of work, including material changes to the approved creative direction, layout structure, or project scope, must be documented in a written Change Order acknowledged by both parties.

No out-of-scope work will begin until the Change Order is accepted and any required deposit or payment is received. Once accepted, Change Orders become part of this Agreement and are subject to all terms herein, including payment terms and the Refund Policy.

All payments for Website Design Services are one-time payments and are separate from any website hosting Subscription fees. Each design service or request will be billed individually based on the agreed scope of work.

8.1 Deposits and Balance Payments

• A deposit of fifty percent (50%) is required before work begins on initial website design Projects, unless otherwise agreed in writing.
• The remaining balance is due upon completion of the requested design work, prior to final delivery or website launch.
• By submitting a deposit, you agree to these Terms of Service and authorize us to complete the agreed-upon work.
• Deposits are non-refundable once submitted, as they secure project scheduling and resources.

8.2 Payment Collection

• Invoices are issued electronically and must be paid by the due date listed.
• Work may be paused or delayed if payment is not received within seven (7) days of the due date.
• All payments must be made through the approved payment methods provided by NA Visuals, including Stripe, our payment processor.
• Late payments may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less.

8.3 Chargebacks and Payment Disputes
Clients must contact us directly to resolve billing concerns before initiating a chargeback or dispute with their bank or payment provider. Chargebacks initiated for valid charges may result in immediate service suspension or termination, and the Client is responsible for reasonable collection and recovery costs, including attorney’s fees. Fraudulent or abusive chargebacks will be contested and may result in collection efforts or legal action.

For billing disputes, please contact us at [email protected] before contacting your bank. For full details, please refer to our Refund Policy.

8.4 Non-Refundable Payments
All payments, including deposits, are non-refundable once work has commenced or Substantial Performance has been achieved, as outlined in our Refund Policy. Services are considered rendered upon Substantial Performance as defined in Section 2, even if the Client elects not to proceed, delays the Project, or chooses not to use the completed work.

For complete terms governing refunds across all services, please review our Refund Policy, which governs in the event of any conflict with this section.

8.5 Additional or Out-of-Scope Work
If additional design services are requested beyond the agreed scope, a separate quote, invoice, or Change Order will be issued pursuant to Section 7.5. Work on these additional services will not begin until payment is received.

8.6 Buy Now, Pay Later (BNPL) Payments
If you choose to pay for any Service using a Buy Now, Pay Later (“BNPL”) option, including Affirm, you acknowledge and agree that BNPL services are provided by third-party financing providers and are not operated or controlled by NA Visuals. Your BNPL agreement is a separate contract between you and the financing provider. Approval of a refund by NA Visuals does not automatically cancel, modify, or reduce your BNPL repayment obligation. Early cancellation, termination, or non-use of Services does not relieve you of your repayment obligations under your BNPL agreement. For full details, please refer to our Refund Policy.

All service requests must be submitted through approved communication channels as outlined in your admin dashboard or as otherwise directed by NA Visuals. Typical turnaround times are as follows:

• Minor updates or design adjustments: Same day to 3 Business Days
• New page designs or extensive layout changes: 3 to 7 Business Days
• Complex or custom design work: Varies based on scope

Turnaround times are estimates and not guaranteed. Delays may occur due to the Client’s response time, approval delays, third-party dependencies, or technical issues beyond our control.

Clients are responsible for providing all necessary content, materials, and approvals needed to complete requested work. Requests lacking sufficient information may result in delays until the required assets are received.

Rush requests requiring completion within twenty-four (24) hours are subject to a rush fee. The rush fee will be communicated to the Client before work begins, and no rush work will proceed without the Client’s approval of the additional cost.

To ensure efficient and high-quality service delivery, Clients agree to:

• Provide Timely Responses: Approve designs, provide feedback, and submit required content within reasonable timeframes to avoid project delays.
• Supply Accurate Information: Ensure all content, images, and materials provided are accurate, up-to-date, and legally owned or licensed.
• Follow Editing Guidelines: Make website changes only as instructed in the provided tutorial video or documentation to prevent functional issues.
• Maintain Clear Communication: Submit design requests and updates through approved communication channels.

Failure to fulfill these responsibilities may result in delayed service delivery, additional fees, or temporary suspension of design services until the issue is resolved.

10.1 Project Pause and Archival
If the Client fails to provide required content, feedback, approvals, or is otherwise unresponsive for more than thirty (30) consecutive days, the Project may be classified as “Archived” at the Company’s discretion.

Archived Projects may require a reactivation fee to resume, as resources may have been reallocated. All payments made prior to archival remain non-refundable per the Refund Policy. The Company will make reasonable efforts to notify the Client before archiving a Project.

NA Visuals provides responsive communication and dedicated support for ongoing website design needs. All communication must be conducted through approved channels:

• Email: [email protected] – Recommended for design requests, revisions, and general inquiries
• Video Meetings: Available for in-depth discussions; schedule through the admin dashboard
• Text Communication: For brief updates or confirmations only; should not replace formal requests

Important: Requests or instructions sent via personal messaging platforms, social media, or unapproved methods will NOT be considered official and may NOT be processed.

Response times generally range from 1 to 2 Business Days for standard inquiries. Support is available Monday through Friday, excluding holidays. Messages received outside of business hours will be addressed the next Business Day.

12.1 Client Backend Access
Clients are given backend access to make edits and updates to their website. To maintain quality and functionality, we highly recommend following the editing guidelines provided in the tutorial video available in your admin account.

12.2 Design Integrity
We reserve the right to make reasonable technical or design adjustments when necessary to maintain functionality, security, consistency, or compatibility with our hosting environment.

Edits made outside of the recommended guidelines may result in functionality issues, design inconsistencies, or technical errors. Should such issues arise due to Client edits made outside the recommended guidelines, repairs will be billed at our then-current standard hourly rate, and the Client agrees to pay for any such corrective work.

12.3 Third-Party Designers
You may hire a third-party designer to make edits or updates to your website. However, we recommend continuing to use NA Visuals for ongoing design services, as we are the original designers and best positioned to maintain consistency and quality.

Third-party designers must have their own user account under your website’s admin panel. They will not receive full administrative access. You are responsible for securely managing third-party accounts and maintaining strong login credentials.

NA Visuals shall not be held liable for any loss, downtime, or design issues resulting from edits made by the Client or third parties that deviate from recommended guidelines.

12.4 Export of Website Content
Exporting website content during an active Hosting Subscription requires written authorization from NA Visuals. See Section 9.3 of the Website Hosting Terms of Service for details.

NA Visuals reserves the right to refuse or discontinue design work for content that violates the Prohibited Content and Activities guidelines set forth in our Website Hosting Terms of Service, or that is unlawful, defamatory, obscene, or infringes upon the intellectual property or other rights of any third party.

If Client Content submitted for design work is determined to violate these guidelines, the Company will notify the Client and may suspend work until the issue is resolved. The Client remains responsible for all fees incurred up to the date of suspension.

We reserve the right to modify, suspend, or discontinue any design features, tools, or portions of the Website Design Services at any time, with or without prior notice, to improve performance, ensure compatibility, or maintain service quality.

We strive to maintain consistent service availability, but cannot guarantee uninterrupted access at all times. Temporary unavailability may occur due to maintenance, high request volumes, or technical issues. We will make reasonable efforts to communicate significant interruptions and resume normal service promptly.

Clients acknowledge that occasional delays or interruptions may occur and agree that NA Visuals will not be held liable for such occurrences.

15.1 Client Intellectual Property
You retain full ownership of all Client Content and Design Assets that you provide to NA Visuals for use in your website’s design, updates, or ongoing maintenance. You also retain ownership of any content you create or upload directly to your website after launch.

You are solely responsible for ensuring that all Client Content is accurate, lawful, and properly licensed for use and publication. You represent and warrant that you have obtained all necessary rights, permissions, and licenses to use, display, and distribute such materials.

NA Visuals assumes no liability for copyright infringement, trademark disputes, or any other intellectual property violations arising from the use of your Client Content.

15.2 NA Visuals’ Intellectual Property
All design tools, custom frameworks, templates, coding structures, plugins, scripts, design systems, the Website Build, Developer Licenses, and proprietary methods developed or used by NA Visuals remain the sole intellectual property of NA Visuals or its licensed providers.

The Client acknowledges and agrees that the Website Build represents the Company’s proprietary “business engine.” While the Client owns their brand elements, Design Assets, and Client Content, the Company retains exclusive ownership of the specific configuration of plugins, Developer Licenses, proprietary code, and server infrastructure that powers the website.

You are granted a limited, non-exclusive, non-transferable license to use these proprietary materials solely for the purpose of operating and displaying your website as designed by NA Visuals for the duration of your active Hosting Subscription. This license is automatically revoked upon termination. Unauthorized copying, resale, distribution, or modification of our proprietary tools or systems is strictly prohibited.

Server configurations, performance optimizations, caching systems, and hosting-level security configurations are proprietary to NA Visuals and are not included in the transfer of Deliverables or Design Assets.

15.3 Work Made for Hire and Ownership Transfer
Upon receipt of full payment for the applicable Project, the custom website design and Deliverables created specifically for the Client shall be considered a “work made for hire” to the fullest extent permitted by law. Ownership of the final website design, layout, and custom visual elements transfers to the Client. To the extent any Deliverable does not qualify as a “work made for hire,” NA Visuals hereby irrevocably assigns to the Client all right, title, and interest in and to the final website design, layout, and custom visual elements, effective upon receipt of full payment, subject to the Company’s retained rights described in Section 15.2.

Ownership transfer is contingent upon receipt of full payment for the applicable Project. Until full payment is received, all design files, source files, websites, administrative access, and Deliverables remain the property of NA Visuals. The Company may withhold access to live websites, backend credentials, and final files until all outstanding balances are paid.

Notwithstanding the foregoing, this ownership transfer does not include:

• NA Visuals’ proprietary frameworks, reusable code libraries, the Website Build, backend systems, or internal development tools
• Developer Licenses, third-party plugins, themes, or software licensed under NA Visuals’ accounts
• Hosting infrastructure, server configurations, or maintenance systems

Such components remain the sole property of NA Visuals or its respective licensors.

15.4 Third-Party Assets
Your website may include design elements from third-party sources (stock photos, icons, templates, plugins). While we make every effort to ensure proper licensing, we do not warrant that third-party materials are free from infringement claims. You are responsible for maintaining the necessary rights for any third-party content you supply or install. Client acknowledges that licensing fees for premium plugins or third-party software are not included in the Website Design fee unless explicitly stated in writing.

15.5 Portfolio Rights
NA Visuals reserves the right to display non-confidential portions of completed design work in our professional portfolio, website, or promotional materials. If you require confidentiality for your project, please notify us in writing before work begins, and we will honor your request.

15.6 License Revocation Upon Refund
In the event of a full or partial refund, any licenses granted to the Client for use of Digital Deliverables, drafts, concepts, or final files are immediately and automatically revoked. Upon revocation, the Client must:

• Immediately cease all use of the work product provided by the Company
• Delete all copies of the work product in the Client’s possession, custody, or control
• Confirm deletion in writing upon request by the Company

Any continued use of revoked work product constitutes copyright infringement and a breach of this Agreement, and the Company reserves the right to pursue all available legal remedies. For full details, please refer to our Refund Policy.

We are committed to protecting your privacy and complying with applicable data protection laws. Client information collected during the design process, including but not limited to business information, brand assets, login credentials, and personal preferences, is handled in accordance with applicable data protection laws and our Privacy Policy.

The Company will not share client project details with third parties except as necessary to deliver the Services, comply with legal obligations, or as otherwise outlined in our Privacy Policy.

By using our Website Design Services, you consent to the collection and processing of your data as outlined in our Privacy Policy. You may access, update, or request deletion of your data by contacting us directly.

17.1 Our Warranty
NA Visuals warrants that all Services will be performed in a professional and workmanlike manner consistent with industry standards. If any Deliverable fails to meet the agreed specifications within thirty (30) days of delivery, we will correct the deficiency at no additional cost. This warranty does not cover defects arising from Client-provided content, Client modifications, third-party services, or changes made outside of the Company’s recommended guidelines.

17.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT YOUR WEBSITE WILL ACHIEVE SPECIFIC BUSINESS RESULTS, TRAFFIC LEVELS, OR REVENUE OUTCOMES.

We are not responsible for issues arising from third-party platform changes, including but not limited to WordPress updates, plugin conflicts, browser updates, operating system changes, or hosting provider changes that may affect website functionality. We do not warrant compatibility with future browser updates, operating system changes, or third-party platform modifications.

To the fullest extent permitted by law, NA Visuals, including its affiliates, officers, directors, employees, contractors, and agents, shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with your use of, or inability to use, our Services.

This includes, without limitation, damages for loss of profits, revenue, data, goodwill, business opportunities, or other intangible losses, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if NA Visuals has been advised of the possibility of such damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NA VISUALS’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC PROJECT OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

By using our Services, you acknowledge and accept that interruptions may occur and agree that NA Visuals shall not be held liable for any loss or damages resulting from service unavailability.

You agree to indemnify, defend, and hold harmless NA Visuals, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with:

• Your use or misuse of our Services
• Your violation of these Terms or violation of applicable law
• Your violation of any rights of a third party
• Any Client Content you provide
• Any actual or alleged infringement of third-party intellectual property, privacy, or proprietary rights
• Any negligent, unlawful, or unauthorized acts by you or anyone accessing your website or admin account under your credentials

You agree to cooperate fully in the defense of any such claims. This indemnification obligation will survive termination of this Agreement.

20.1 Termination by Client
Website Design Services are tied to your Website Hosting Subscription with NA Visuals. To terminate Website Design Services, you must cancel your Website Hosting Subscription in accordance with the Website Hosting Terms of Service. Upon cancellation, your Ongoing Website Design Services will end at the conclusion of your current billing period.

For active Projects (such as initial website design work), you remain responsible for payment of all work completed through the date of termination. If the Client terminates an active initial design Project before completion, the deposit is forfeited, and the Client is responsible for payment of all work completed through the date of termination at the agreed project rate. If work completed exceeds the deposit amount, the remaining balance is due within fourteen (14) days of termination.

20.2 Termination by NA Visuals
We may terminate or suspend Services immediately, without prior notice, for the following reasons:

• You breach any provision of this Agreement
• Payment is not received within thirty (30) days of the due date
• You engage in abusive, fraudulent, or illegal conduct
• Your Website Hosting Services are terminated or suspended

We may also terminate Services for any reason, at our sole discretion, by providing thirty (30) days’ written notice via email.

For initial website design Projects governed by a signed Website Design Agreement, termination of the Project is governed by the termination provisions of that Agreement. The thirty (30) days’ written notice above applies to the termination of Ongoing Website Design Services.

20.3 Effect of Termination
Upon termination, whether initiated by you or NA Visuals:

• All outstanding payments become immediately due
• We will deliver any completed work for which payment has been received
• Work in progress will be delivered upon receipt of payment for completed portions
• All Developer Licenses, API keys, and license keys associated with the Website Build will be deactivated by the Company
• All data stored on our servers, including website content, configurations, and backups, will be permanently deleted within thirty (30) calendar days unless a Post-Termination Asset Transfer is requested under Section 20.5

We will not be responsible for any loss of data, business interruption, or damages resulting from the discontinuation of services. Sections regarding intellectual property, limitation of liability, indemnification, confidentiality, and dispute resolution shall survive termination.

20.4 Relationship with Website Hosting Services
Website Design Services are dependent upon active Website Hosting Services with NA Visuals. If your Website Hosting Services are terminated or suspended for any reason (including non-payment, breach, or voluntary cancellation), your Website Design Services will automatically terminate effective on the same date. This automatic termination occurs because the design tools, Developer Licenses, and software used to maintain your website are provided as part of the hosting environment. Without active hosting, NA Visuals cannot provide Website Design Services.

While ownership of the website design remains with the Client following full payment, ongoing design updates, licensed software access, and maintenance services require an active Website Hosting Subscription.

20.5 Post-Termination Asset Transfer
Upon request, following termination and full payment of all outstanding balances, the Company will provide the Client with its Design Assets at no additional charge, as these materials reflect work the Client has already paid for. The asset transfer will include:

• Logos and brand graphics originally provided by the Client
• Photographs, images, and media files uploaded by the Client
• Website copy and text content originally provided by the Client
• The Client’s completed website design in its static form
• A Software Audit Document itemizing every premium plugin, theme, and third-party software license used on the Client’s website, along with links to where the Client can purchase their own individual licenses

The following will NOT be included in the asset transfer:

• License Keys: All API keys, license keys, and Developer
• License credentials owned by the Company will be deactivated prior to the asset transfer. No license keys will be provided, shared, or transferred to the Client under any circumstances.
• Custom Theme Code: Any custom code, proprietary themes, automation scripts, or functional code written or configured by the Company remains the exclusive intellectual property of the Company and is not included in the transfer.
• Proprietary Configurations: Server-side configurations, caching rules, firewall settings, performance optimizations, custom security implementations, and any proprietary infrastructure assets created or managed by the Company are excluded.

License Deactivation Notice: The Client acknowledges that the website utilizes proprietary Developer Licenses owned by the Company. Upon migration or hosting cancellation, these licenses will be deactivated. The website may lose styling, security features, caching, performance optimizations, or core functionality until the Client secures their own valid software licenses. The Software Audit Document will serve as the Client’s guide to restoring functionality independently.

No Migration Warranty: The Company makes no representations or warranties regarding the functionality, appearance, performance, or security of the website once it has been migrated to a third-party hosting environment. The Company is not responsible for re-launching, configuring, troubleshooting, or supporting the website on any server or hosting platform not operated by the Company.

20.6 Migration Assistance
Upon request following termination, the Company will provide the Client’s Design Assets and Software Audit Document at no additional charge, as these materials reflect work the Client has already paid for.

However, the Company is not obligated to provide migration assistance, server configuration, re-launch services, or troubleshooting for third-party hosting environments. If the Client requests hands-on migration assistance beyond the delivery of Design Assets, including but not limited to installing the website on a new host, configuring server settings, reconnecting third-party integrations, or troubleshooting functionality issues on a platform not operated by the Company, such services will be billed at the Company’s then-current standard hourly rate.

Migration assistance is provided at the Company’s sole discretion and does not create any ongoing obligation to support the website after it has left the Company’s hosting environment.

20.7 Summary of Deliverables Upon Termination
The following table summarizes what is and is not delivered to the Client upon termination of services:

All website design fees are non-refundable once the service has been initiated, delivered, or completed. This includes deposits, remaining balances, milestone payments, design drafts, revisions, add-on services, and any setup or administrative fees.

Services are considered rendered upon Substantial Performance as defined in Section 2, even if the Client elects not to proceed, delays the Project, or chooses not to use the completed work.

Refunds may only be considered in exceptional circumstances, such as:

• Documented failure by NA Visuals to deliver agreed-upon services (excluding Client-caused delays)
• Duplicate or erroneous charges
• Services not rendered where no work or resources have been allocated

Refund requests must be submitted in writing within fourteen (14) days of the transaction or scheduled service date and must include identifying transaction details (invoice number, date, amount). Approved refunds may exclude non-refundable third-party fees.

For complete terms governing refunds across all services, including website design, photography, videography, BNPL payments, and chargebacks, please review our complete Refund Policy, which governs in the event of any conflict with this section.

You acknowledge that NA Visuals may utilize or recommend third-party services in connection with your website. NA Visuals does not endorse, control, or assume responsibility for any third-party services and is not liable for any issues, interactions, or transactions between you and third-party providers.

Certain third-party services may require additional payments to NA Visuals and/or directly to the providers. All such payments and usage are governed by the respective terms of the third-party providers.

NA Visuals reserves the right to remove, modify, or discontinue any third-party services at any time, which may impact your website or user experience. You agree that NA Visuals shall not be held liable for any loss resulting from changes to third-party services.

Client acknowledges that licensing fees for premium plugins or third-party software are not included in the Website Design fee unless explicitly stated in writing.

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of this Agreement. This includes, but is not limited to, business strategies, customer data, pricing information, technical specifications, and login credentials.

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law. This confidentiality obligation shall survive termination of this Agreement for a period of one (1) year.

24.1 Informal Resolution
We encourage you to contact us directly to engage in good-faith discussions. Both parties agree to attempt informal resolution before pursuing formal proceedings.

24.2 Arbitration
If informal resolution cannot be reached within thirty (30) days of the initial dispute notice, either party may require that the dispute be resolved through final and binding arbitration. Arbitration will take place in Los Angeles County, California, and will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

The arbitration costs shall be shared equally by both parties unless the arbitrator determines otherwise. The arbitration decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

24.3 Jury Trial Waiver
BOTH PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION AS SET FORTH HEREIN.

24.4 Small Claims Exception
Notwithstanding the above, either party may bring a claim in small claims court if the dispute qualifies under applicable jurisdictional limits.

24.5 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

24.6 Injunctive Relief Exception
Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or misuse of intellectual property, proprietary materials, or confidential information, without first proceeding to arbitration.

24.7 Attorney’s Fees
In any dispute, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs, and expenses, in addition to any other relief awarded.

Neither party shall be held liable for any failure or delay in performance due to events beyond reasonable control, including but not limited to: natural disasters, acts of government, technical failures (internet outages, server failures), terrorism, pandemics, epidemics, government-mandated lockdowns, strikes, labor disputes, supply chain disruptions, equipment failure, data loss, or cyberattacks.

In the event of a Force Majeure event, the affected party will notify the other party as soon as reasonably practicable and will make reasonable efforts to minimize disruption. If such circumstances significantly affect the ability to deliver services for more than sixty (60) days, either party may terminate the affected services without penalty.

If the Company is unable to perform the affected Service due to a Force Majeure event, the Client’s sole remedy shall be a refund of amounts paid for the unperformed portion of the affected Service, as outlined in our Refund Policy.

You and NA Visuals agree that any disputes shall be resolved on an individual basis. By agreeing to these Terms, you waive the right to bring or participate in any class action lawsuit, class arbitration, or other collective action against NA Visuals.

This Class Action Waiver applies to all Clients located within the United States and is enforceable to the fullest extent permitted by law.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severable from the rest of the Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

The section headings in this Agreement are for convenience only and shall not affect the interpretation of these Terms.

By using the Website Design Services provided by NA Visuals, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. This Agreement, together with any applicable proposals, invoices, the Website Hosting Terms of Service (if applicable), our Refund Policy, and our Privacy Policy, constitutes the entire agreement between you and NA Visuals and supersedes all prior communications, whether written or oral.

If you have any questions or concerns regarding these Terms of Service, please contact us:

NA Visuals
Email: [email protected]