THE VISUAL SENSE
TERMS AND CONDITIONS
Effective Date: March 2nd, 2026
These Terms and Conditions (the “Agreement”) are entered into by and between The Visual Sense Inc., a North Carolina Corporation (“TVS,” “we,” or “us”), and the client engaging TVS for services (“Client,” “you,” or “your”). The term “Project” refers to any requested task or tasks to be performed and completed by TVS. All services provided by The Visual Sense to the Client are subject to the following terms and conditions.
1. Acceptance
By engaging The Visual Sense to perform any work, signing a Statement of Work, approving a proposal, or making any payment to TVS, you indicate your agreement to and acceptance of these Terms and Conditions in their entirety.
2. Engagement of Services
TVS agrees to provide certain services to the Client as mutually agreed upon and described in one or more Statements of Work (“SOWs”). Each SOW will specify the scope of deliverables, descriptions of services, project timelines, fees, and any other relevant terms specific to that engagement. In the absence of a formal SOW, an approved proposal or written agreement (including email confirmation) describing the scope of work shall serve as the governing document for that engagement.
3. Fees and Payment
TVS shall discuss with the Client any and all preferences for a project, the requested time frame for completion, and any other information which will affect final cost. Before starting work, TVS will present the Client with a proposal or SOW, seek Client’s feedback, and await Client’s approval.
At TVS’s discretion, a deposit may be required before work begins. The Client is responsible for all time expended and costs incurred by TVS under this Agreement. The Client is also responsible for all out-of-pocket expenses incurred by TVS that are related to the Services and approved by the Client in advance. TVS may, at its sole option, require the Client to advance out-of-pocket expenses or to pay them directly to the providers.
All graphic design and printing services are non-refundable. TVS will not release completed artwork or deliverables until the associated invoice is paid in full.
Proposals and SOWs are valid for 30 days from the date of issue unless otherwise stated.
All invoiced charges are to be paid in U.S. dollars and are to be made payable to The Visual Sense. Payment is due within seven (7) days of receipt of invoice unless otherwise specified in the applicable SOW.
TVS reserves the right to pass through applicable processing fees when the Client provides payment of invoices with a credit card.
A late fee of 5% will be applied for every 30 days an invoice remains past due. If payment cannot be made before the due date, the Client may contact TVS to negotiate alternative arrangements.
Checks returned for insufficient funds are assessed a return charge of $30 and the account is immediately considered to be in default until full payment is received. Clients with accounts in default agree to pay TVS reasonable expenses, including attorney fees and costs for collection by third-party agencies, incurred by TVS in enforcing these Terms and Conditions.
Upon termination of this Agreement for any reason, the Client will pay TVS for any unpaid fees for Services that have been completed prior to such termination.
4. Scope Changes
TVS reserves the right to adjust any proposal or SOW where the demands of the Client have exceeded the initial agreement. The Client will be notified of the revised scope, additional deliverables, and associated costs before any additional work is performed. Revised terms must be agreed upon in writing (including email) by both parties before work on the additional scope begins.
5. Ownership of Work Product
Upon full payment of all fees associated with a Project, the Client shall be the owner of all interests in the product of all work performed under this Agreement (the “Work Product”). TVS hereby irrevocably sells, transfers, and assigns to the Client all right, title, and interest that TVS has or will have in and to the Work Product. TVS acknowledges that the Client owns and will own all such existing and future right, title, and interest in and to the Work Product.
Notwithstanding the foregoing, TVS shall be entitled to display the Work Product in its portfolio, on its website, or for any other business marketing purposes, provided that no confidential information of the Client is disclosed in doing so.
6. Pre-Existing Intellectual Property
Neither the Client nor TVS shall acquire any right, title, or interest in any intellectual property owned, licensed, or controlled by the other party as of the date this Agreement takes effect, or developed independently outside the scope of this Agreement. Any pre-existing tools, frameworks, code libraries, or templates owned by TVS that are incorporated into the Work Product shall remain the property of TVS, with a perpetual, non-exclusive license granted to the Client for use in connection with the delivered Work Product.
7. Copyright and Client Warranties
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TVS for inclusion in any project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. The Client shall hold harmless, protect, and defend TVS from any claim or suit arising from the use of such elements furnished by the Client.
8. Confidential Information
TVS shall not disclose any of the Client’s confidential information to anyone other than its affiliates, employees, contractors, or authorized representatives who have a need to know the information in connection with TVS’s rendering of the Services. TVS shall exercise the same degree of care to prevent disclosure of any Confidential Information as it takes to preserve and safeguard its own confidential information, but in any event, no less than a reasonable degree of care.
Confidential information does not include information that: (a) is or becomes publicly available through no fault of TVS; (b) was known to TVS prior to disclosure by the Client; (c) is independently developed by TVS without use of the Client’s confidential information; or (d) is rightfully received from a third party without restriction on disclosure.
9. Independent Contractor Relationship
The Visual Sense Inc. is a North Carolina corporation operating as an independent contractor. TVS’s relationship with the Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between TVS and the Client, or between any of TVS’s owners, officers, or employees and the Client.
As an independent corporate entity, TVS is solely responsible for all of its own tax obligations, including but not limited to federal and state income taxes, self-employment taxes, and any other amounts due under applicable law with respect to compensation received under this Agreement. No part of TVS’s compensation will be subject to withholding by the Client for the payment of any social security, federal, state, or any other payroll taxes.
TVS is not entitled to unemployment insurance benefits, workers’ compensation benefits, pension, bonus, or other fringe benefits from the Client. TVS maintains its own business operations, tools, and methods of performing the Services, and retains the right to perform services for other clients during the term of this Agreement.
10. Term
The term of this Agreement will commence on the date the Client first engages TVS for services and will continue until terminated by either party as provided herein. The Services shall commence as set forth in the applicable SOW or proposal and will continue as provided therein or until terminated pursuant to the terms of such SOW, proposal, or this Agreement.
11. Termination
Either party may terminate this Agreement at any time by giving thirty (30) days prior written notice to the other party. Either party may terminate this Agreement immediately upon a material violation of this Agreement by the other party.
Termination of a specific project may be requested by the Client via email or written request. The Client will be required to pay for all charges incurred on the project prior to the termination date, including any work in progress.
The provisions of Sections 5 (Ownership of Work Product), 6 (Pre-Existing Intellectual Property), 8 (Confidential Information), 12 (Limitation of Liability), and 13 (Governing Law) shall survive any termination or expiration of this Agreement.
12. Limitation of Liability
In no event will either party be liable for direct damages arising out of or in connection with this Agreement or any SOW in excess of the total fees paid to TVS under the applicable SOW giving rise to such liability.
In no event will either party be liable for any indirect, incidental, consequential, special, or punitive damages (including without limitation lost profits or revenue) even if it has been advised of the possibility of such damages. This limitation of liability applies to the fullest extent permitted by applicable law.
13. Governing Law
This Agreement will be governed in all respects by the laws of the State of North Carolina and the laws of the United States, excluding conflicts of law principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in the State of North Carolina, and both parties consent to the jurisdiction of such courts.
14. Severability
Should any provision of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
15. Waiver
The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such party.
16. Assignment
Neither party shall assign or transfer this Agreement, or any rights or portion thereof, to any related or unrelated third party without the other party’s prior written consent.
17. Entire Agreement
This Agreement and all applicable Statements of Work constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement and all outstanding SOWs will govern all Services undertaken by TVS for the Client. This Agreement and any SOW may only be changed by mutual written agreement of authorized representatives of the parties.
18. Modifications to Terms
TVS may update these Terms and Conditions from time to time. Any material changes will be communicated to active clients in writing (including email) at least thirty (30) days prior to taking effect. Continued engagement of TVS’s services after the effective date of any changes constitutes acceptance of the updated terms.
19. General
By engaging The Visual Sense to perform any work, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions for services provided by The Visual Sense.