Vivian Agency OÜ
Effective date: April 18, 2026 | Last updated: April 18, 2026
1. Introduction and Acceptance
These Terms of Service (“Terms”) govern the relationship between Vivian Agency OÜ (“Vivian Agency”, “we”, “us”, or “our”) and a business entity (“Client”, “you”) that engages our services or uses our website at vivianagency.com.
By engaging in our services, signing a service agreement, or making a payment, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you should not engage our services.
These Terms apply to all engagements with Vivian Agency unless a separate written agreement has been signed by both parties, in which case the terms of the written agreement takes precedence where the subject matter of terms overlap
2. Our Services
Vivian Agency provides marketing and digital agency services to business clients in B2B relationships. The specific scope of services, deliverables, and applicable fees are agreed upon in a form reproducible in writing between the parties prior to the commencement of any engagement.
Vivian Agency undertakes to perform the Services with professional skill and care. The Client acknowledges that the Services are ongoing and activity, not result-based. The Client retains full responsibility for its commercial decisions.
Vivian Agency shall provide the Client weekly and monthly reports regarding rendered Services. The Client shall review such reports within 5 days. If the Client has not raised any objections regarding the Services reported, such shall be deemed as confirmation of contractual conformity of specific Services by the Client.
We reserve the right to modify, update, or discontinue any aspect of our services at any time with reasonable notice to existing clients.
3. Contract Terms and Duration
3.1 Minimum contract period
All service engagements are subject to a minimum contract period of three (3) months from the date of commencement (the kickoff date).
3.2 Ongoing subscription
Upon completion of the minimum contract period, the engagement automatically continues as an ongoing subscription on a monthly basis until either party terminates it in accordance with Section 4 of these Terms.
3.3 Project reviews
Every six (6) months, Vivian Agency will conduct a review of the project scope, allocated hours, and applicable fees. Both parties will be notified and given the opportunity to agree on any adjustments. Changes will take effect from the next billing cycle following the review.
4. Cancellation Policy
Either party may terminate the service agreement after the minimum contract period has been completed, subject to the following conditions:
- Cancellation notice must be submitted in writing via email to the other party.
- A minimum of fifteen (15) calendar days prior notice is required to terminate the service agreement.
- Cancellations submitted with less than 15 days’ notice shall result in the following subscription period being charged in full, and the service agreement being terminated at the end of such month.
Upon valid cancellation, Vivian Agency will complete any in-progress deliverables within the notice period and provide a final handover where applicable.
Cancellation notices must be sent to: enelin@vivianagency.com and aya@vivianagency.com.
5. Payment Terms
5.1 Payment schedule
Payment is required in advance of the commencement of services and before each subsequent service month. Specifically:
- The first payment must be received before the kickoff call takes place.
- Ongoing monthly payments are due before the start of each service month.
Services may be paused or suspended if payment is not received by the due date.
5.2 Payment method
The Parties shall act in good faith in relation to payments, and the Client shall not initiate a payment or chargeback dispute for Services rendered more than 30 days ago. In breach of this, in situations where the Client initiates an unjustified payment reversal, the Client is required to pay Vivian Agency liquidated damages to the extent of 3,000 USD per case.
5.3 Currency and pricing
All fees are quoted and charged in the currency agreed upon in your service agreement. Vivian Agency reserves the right to adjust pricing as part of the six-monthly project review described in Section 3.3.
5.4 No refunds
All payments made to Vivian Agency are non-refundable. Once payment has been made for a service period, no refund will be issued, whether full or in part, regardless of the circumstances, including but not limited to early cancellation, dissatisfaction with results, or unused service hours within the period.
This no-refund policy reflects the nature of subscription-based marketing services, where resources, time, and capacity are allocated in advance on the Client’s behalf, and the service provision extends up to the end of the prepaid period.
6. Service Availability – Festive Period
During the Christmas and New Year festive period (24 December to 1 January, inclusive), Vivian Agency will not conduct daily management activities. This includes, but is not limited to, routine social media management, campaign monitoring, reporting, and client communications.
This period is factored into annual planning and will be communicated to clients in advance. Strategic and project-based work will resume on or after 2 January. Emergency situations may be handled at our discretion.
Billing continues normally during this period, as capacity is reserved for each client throughout the year.
7. Client Responsibilities
To enable Vivian Agency to deliver services effectively, the Client agrees to:
- Provide timely and complete access to required accounts, assets, information, and approvals as reasonably requested.
- Respond to communications within a reasonable timeframe.
- Ensure that all materials, content, or intellectual property provided to Vivian Agency are legally owned or licensed by the Client and do not infringe any third-party rights.
- Promptly notify Vivian Agency of any material changes to the Client’s business, marketing goals, or brand guidelines that may affect service delivery.
Delays caused by the Client’s failure to fulfil these responsibilities may affect delivery timelines and do not entitle the Client to a refund or fee reduction.
8. Intellectual Property
Provided that Vivian has been paid full payment for the relevant service period, all creative deliverables (such as copy, graphics, and content) produced by Vivian Agency specifically for the Client under the engagement are from their creation owned by the Client.
Vivian Agency retains ownership of all underlying methodologies, frameworks, templates, tools, and know-how used in the delivery of services. Nothing in these Terms transfers ownership of Vivian Agency’s proprietary tools or processes.
Vivian Agency reserves the right to reference the Client as a client and to display work produced for the Client as part of our portfolio, unless the Client requests otherwise in writing.
9. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the engagement (“Confidential Information”), which includes but is not limited to business information, strategies and know-how, account access and other credentials, and any materials meant to be or designated as confidential. Neither party will disclose Confidential Information to any third party without prior written consent, except where required by law, during the provision of Services and one year after the cancellation of such.
This obligation does not apply to information that is or becomes publicly known through no breach of these Terms, or that was independently developed by the receiving party.
10. Limitation of Liability
Vivian Agency provides marketing services and makes reasonable efforts to achieve agreed goals. However, marketing outcomes (such as traffic, leads, conversions, or revenue) depend on a wide range of factors outside our control. We do not guarantee specific results.
To the maximum extent permitted by applicable law, Vivian Agency’s total liability for any claim arising under or in connection with these Terms shall be limited to the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
We are not liable for any indirect, consequential, special, or incidental damages, including lost profits or business opportunities, even if we have been advised of the possibility of such damages, unless the breach is of intent or gross negligence
11. Governing Law and Jurisdiction
These Terms, and any disputes or claims arising out of or in connection with them, are governed by and construed in accordance with the laws of the Republic of Estonia.
The parties agree that the courtsHarju County Court of Estonia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.
12. Changes to These Terms
Vivian Agency reserves the right to update these Terms at any time. We will notify existing clients of material changes with reasonable advance notice via email. Continued use of our services after the updated Terms take effect constitutes acceptance of the revised Terms.
The current version of these Terms is always available on our website at vivianagency.com.
13. Contact
For any questions about these Terms, please contact:
Vivian Agency OÜ
Registered in Estonia under registry code 12749660
Email: enelin@vivianagency.com
Website: vivianagency.com
