Terms and Conditions of Business

All services provided by Pixelbox Digital Ltd to the client are subject to the following terms and conditions. These terms and conditions apply to all projects. By accepting a proposal or making a payment of invoice to use the services supplied, the client acknowledges to have read, understood, and accepted the terms and conditions of this agreement, and agrees to be legally bound by these terms and conditions.

1. Acceptance

Your written instruction for us to commence work and our acceptance of that instruction shall be deemed to be an acceptance of these terms and conditions and a commencement of a contractual agreement between us. A copy of these terms and conditions are available upon request or via our website.

2. Authorisation.

The client is engaging Pixelbox Digital Ltd, as a contractor for the purpose of designing, developing and/or marketing and optimising the client’s presence and promotional activities on the World Wide Web.

3. Warranties.

Pixelbox Digital Ltd represents and warrants to the client that they have appropriate training, experience and ability to perform the services required by this agreement; that they will provide said services in a professional, competent and timely manner; that they have the power to enter into and perform this contract; and that their performance of this contract shall not infringe upon or violate the rights of any third party or violate any laws.

The client represents and warrants to Pixelbox Digital Ltd that the client will provide all imagery, information, and any other material as required to complete this contract, in a professional, competent and timely manner; that the client has the power to enter into this agreement; and that performance of this contract shall not infringe upon or violate the rights of any third party or violate any laws.

The client represents and warrants to Pixelbox Digital Ltd and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to Pixelbox Digital Ltd for inclusion in marketing activities are owned by the client, or that the client has permission from the rightful owner to use each of these elements and will hold harmless, protect and defend Pixelbox Digital Ltd and its subcontractors from any claim arising from the use of such elements furnished by the client.

3. Services.

This agreement engages Pixelbox Digital Ltd to work with the client on a studio basis. This encompasses one, several or all of the services offered by Pixelbox Digital Ltd including, web design, web development, web marketing, content marketing, web copywriting, web copy editing, pay-per-click advertising, social media strategy and campaign management, branding, search engine optimisation, web marketing strategy advice and consultation.

4. Charges

Charges for services to be provided by Pixelbox Digital Ltd are estimated in the project proposal. Proposals are valid for a period of 30 days. Unless agreed otherwise with the client, all studio services with an estimated total cost of over £300 (ex VAT) require a non refundable, advance payment of forty (40) percent of the estimated project total before any work commences. The remaining sixty (60) percent of the project total will be due in accordance with the payment schedule provided separately at the start of the project.

Small projects costing less than £300 (ex VAT) require full payment in advance before work commences. Charges for web and graphic design work do not cover the release of source working files such as .psd and .ai formats; if the Client requires these files, they can be provided subject to a separate quotation. Logo designs are delivered in .eps, .jpg, .png and .gif formats. Any additional formats requested by the Client may be subject to further charge.

Payment of all invoices are due immediately upon receipt and can be made by bank transfer to the bank account details on the invoice. Alternatively, smaller invoices of less than £100 can be paid via Stripe and links to make payments will be included in the email received with your invoice. Monthly retained services will be paid by Direct Debit.

4.1 Late Payment and Default

Invoices that remain unpaid after seven (3) days will receive an automated reminder email. Invoices that remain unpaid after fourteen (6) days will receive a further automated reminder email and may be reported to credit reference companies as late payments. Should an invoice remain unpaid for twenty-eight (28) days, it will be considered in default and may be reported to credit reference companies. In Accordance with the Late Payments of Commercial Debts (Scotland) Regulations, Pixelbox Digital Ltd reserves the right to add statutory interest and collection fees to any unpaid invoices.

Pixelbox Digital Ltd reserves the right to remove web pages and websites from public viewing on the Internet until a payment agreement is made for any outstanding invoice. Pixelbox Digital Ltd is not responsible for any loss of business this may cause. In case collection proves necessary, the Client agrees to pay all fees and interest incurred by that process.

5. Additional Expenses.

By acceptance of this agreement the client agrees to reimburse Pixelbox Digital Ltd for any additional expenses necessary for the completion of the work and notified to the client by Pixelbox Digital Ltd prior to incurring such expenses. Examples would be purchase of software, special fonts, stock photography and images.

6. Additional Services.

Any work the client wishes Pixelbox Digital Ltd to perform that is not specified in the project proposal or specification shall be considered “additional work” and will be subject to additional charges at Pixelbox Digital Ltd’s standard charging rate (currently £38.40 +VAT per hour).

There will be no reduction in charges if the client reduces the requirements of the project detailed in the proposal or specification.

7. Completion.

Unless agreed otherwise. For the purposes of this agreement, website development projects are considered to be on a fixed term and shall conclude at the time of the public launch of the website/application. All other web marketing and optimisation services are considered ongoing on a rolling contract without a fixed completion date.

8 Client Review and Feedback

Each phase of a project has several opportunities for the client to review and provide feedback on work completed. It is essential that this feedback is received in a timely manner and only in relation to the current project phase. For example, design changes must be agreed at the design phase, as feedback on the design given at the development or build phase of a website project that requires design changes will incur additional work and associated charges.

9. Liability.

The client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the web hosting service or host server. Abusive and unethical material and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, illegal activity and any infringement of privacy or libel.

The client hereby confirms that where necessary they have sought and clarified the legality of any website/business/project/plan/idea that they ask Pixelbox Digital Ltd to work on and the client hereby agrees to indemnify and hold harmless Pixelbox Digital Ltd in any claim resulting from a failure on the part of the client to seek and/or verify such legality.

10. Intellectual Property and Copyright.

The client retains the copyright to data, files and graphic logos provided by the client, and grants Pixelbox Digital Ltd the rights to publish and use such material. All original works created by Pixelbox Digital Ltd during the project including but not limited to web pages, web scripts, graphics, logos and illustrations are owned solely by Pixelbox Digital Ltd.

Upon full payment of all invoices relating to the project, copyright will be assigned as follows:

Ownership and copyright of all finished artwork, graphics, illustrations, coding, and copywill pass to the client.

Ownership and copyright of images, coding, scripts, plugins and any other materials purchased or licensed from third parties for use in the project shall remain with their respective owners and the client represents and warrants to use such materials in accordance with the owner’s terms and to hold harmless and protect Pixelbox Digital Ltd from any action related to the client’s misuse of such materials.

11. Post Project Alterations

Pixelbox Digital Ltd do not accept any responsibility for any alterations to work or finished files after they have been delivered to the client or uploaded to a web server at the client’s request. Where Pixelbox Digital Ltd are required to make good any alterations carried out by the client or a third party, work will be chargeable at our standard rate.

12. Domain Names

Where Pixelbox Digital Ltd registers a domain name for and on behalf of the client. The client shall be responsible for the payment and renewal of said domain name. Pixelbox Digital Ltd will not accept responsibility for the loss of the domain name or any other losses occurring due to the client’s failure to make renewal payments for their domain names.

13. Cancellation and Refunds.

In the event that work is postponed or cancelled at the request of the client, the client will forfeit any deposit paid under this agreement.

Pixelbox Digital Ltd shall have the right to bill pro rata for work completed up to the date of that request and for any software, web scripts, images or other items purchased for the project, while reserving all rights under this contract. In the event of cancellation, the client shall pay any expenses incurred by Pixelbox Digital Ltd and Pixelbox Digital Ltd shall own all rights to the work. The client shall assume responsibility for all collection of legal fees necessitated by any default in payment.

If at any time the project is delayed due to a failure by the client to reply to communications from Pixelbox Digital Ltd or a failure to provide feedback or content/images/information required by Pixelbox Digital Ltd to complete the project. Pixelbox Digital Ltd reserves the right to raise further charges for each additional day incurred by such delays. Where the project is delayed for more than 2 weeks without agreement, Pixelbox Digital Ltd reserves the right to treat this delay as an instruction to cancel as detailed above.

14. Ending this agreement

Either party may at any time in writing, bring the agreement and all working arrangements under the agreement to an end by giving the other party not less than one month’s’ notice of this intention. Where it is specifically requested by the client, and agreed by Pixelbox Digital Ltd. Work under this agreement may continue beyond the notice period after cancellation, only in circumstances to allow appropriate time for handover of any or all ongoing work to a suitably qualified individual or business.

Fixed term website development agreements can be ended at any time and by either party simply by intimating this in writing to the other party.

15. Summary and Jurisdiction.

These terms and conditions of business constitute a contract between Pixelbox Digital Ltd and the client for the provision of Web design, development and digital marketing services. It shall be deemed accepted by both parties when the client instructs Pixelbox Digital Ltd to commence work and Pixelbox Digital Ltd accepts the client’s instruction.

This contract shall be governed and construed in accordance with the laws of the United Kingdom and subject to the sole jurisdiction of the Scottish Courts. The parties agree that if any part, term or provision of this Agreement shall be found to be illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

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