In these conditions, unless the context requires otherwise.

  • “Charges” means the charges as set out in the Quotation and confirmed by the Order; or Pixelwoo’s published price list or tariff structure in force from time to
    time.
  • “Confidential Information” means all information designated as such by either party in writing together with all such other information which relates to the
    business, affairs, products, developments, trade secrets, know-how, personnel and customers of either party or information which may reasonably be regarded
    the confidential information of the disclosing party.
  • “Contract” Means a contract, subject to these conditions, for the provision of the Services between Pixelwoo and the Customer.
  • “Customer” means the company, firm, body or person purchasing the Services from Pixelwoo.
  • “Customer Content/Data” means text, graphics, photographs, sounds, information, data, music, video, film or any other copyright work publicly available on
    the Web Site or provided for publication on the Web Site either by the Customer or any other third party (excluding Pixelwoo) commissioned by the Customer,
    together with all User Generated Content and information regarding Users (such as, for example, the number of page impressions, users email addresses or
    other information posted by Users or depicted by the Web Site about Users).
  • “Pixelwoo” means Pixelwoo LLP (Partnership No. OC367089) whose registered office is at 15 Agar Grove, Camden Town, London NW1 9SL.
  • “Default” means any breach of the obligations of either party (including but not limited to a fundamental breach or breach of a fundamental term).
  • “Domain Name” means the name registered with an Internet Registration Authority used as part of the Customer’s URL.
  • “Information” means information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Internet via the
    Web Site.
  • “Intellectual Property Rights” means patents, trade marks, service marks, database rights, design rights (whether registered or otherwise), applications for
    any of the foregoing, copyright, know-how, trade or business names, domain names and other similar rights or obligations whether registrable or not and in any
    territory or jurisdiction (including but not limited to the United Kingdom).
  • “Invoices” means invoices raised by Pixelwoo for services provided pursuant to a Contract.
  • “Ongoing Services” means web hosting, web optimisation or other services offered by Pixelwoo which impose a monthly payment.
  • “Order” means a purchase order in respect of the Services requested by the Customer and submitted to Pixelwoo, together with all documents referred to in it.
  • “Quotation” means a quotation for an agreed piece of work (incorporating these conditions) provided by Pixelwoo to the Customer in respect in respect of the
    Services.
  • “Server” means Pixelwoo’s Internet servers or servers they use to host a client website.
  • “Services” means the services which are the subject matter of a Contract, being the work and/or services or any of them to be performed by Pixelwoo for the
    Customer pursuant to the Order including, without limitation, the Ongoing Services.
  • “Specification” means the specification for the Web Site agreed between Pixelwoo and the Customer and set out in the Order.
  • “Standard Form” means Pixelwoo’s standard form of Order.
  • “User” means any member of the public accessing the Web Site via the Internet or by any other means.
  • “User Generated Content” means all such material posted by Users on the Web Site.
  • “URL” means a uniform resource locator.
  • “Web Site” means the web site developed by Pixelwoo for the Customer described in the Specification.
  1. GENERAL
    1. A Quotation shall not be binding on Pixelwoo and the Contract will only come into being upon acceptance by Pixelwoo of the Order by signing or counter
      signing and dating of the Order and returning it to the Customer or the issue by Pixelwoo of an order acknowledgement.
    2. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the
      Customer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Pixelwoo.
    3. Quotations submitted by Pixelwoo shall remain open for acceptance by the Customer for a period of 14(fourteen) days from the date of the Quotation,
      unless the Quotation specifies some other period, or the Quotation is withdrawn by Pixelwoo.
    4. There conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.
    5. Unless otherwise agreed by Pixelwoo, the Customer acknowledges and agrees that the minimum length of any Ongoing Services purchased will be 12
      months from the date of Order. Thereafter, the Ongoing Services may be terminated on 3 months’ written notice by either party.
  1. PRICES
    1. Where the Services are sold by reference to Pixelwoo’s published price list or tariff structure, the price payable for the Services shall be the ruling price as
      published in the price list or tariff structure current at the date of purchase.
    2. In other cases, the price for the Services shall, subject to clause 1.3 above, be that stated on the relevant Quotation and confirmed in the Order.
    3. Pixelwoo shall (if applicable) add to the price of the Services, and the Customer shall pay, an amount equal to any VAT and any other tax or duty applicable
      from time to time to the sale or supply of such Services.
    4. Any price changes to Ongoing Services will take effect from the 1st day of the month and the Customer will be notified in writing via email at least 7 (seven) days
      before any price change takes effect.
  1. TERMS OF PAYMENT
  • Prices quoted are in Pounds Sterling.
  • As consideration for the performance of Pixelwoo’s obligations under the Contract, the Customer shall pay all sums owing pursuant to a Contract to
    Pixelwoo.
  • For Website Design Services only, the Customer shall, at the time of submission of an Order to Pixelwoo, pay to Pixelwoo a non-refundable deposit of 25%
    of the value shown on the Order attributable to the Web Site Design Services (“Deposit”)
  • Pixelwoo shall invoice the Customer:
    1. for Website Design Services, immediately on completion of the Web Site:
    2. for Ongoing Services within 5 working days of the start of each month, for Ongoing Services provided to the Customer during that month.
  • Unless otherwise agreed in writing by Pixelwoo, payment of Invoices must be received by Pixelwoo from the Customer within 14 days of the date of the
    Invoice (“Due Date”). The Customer shall remit payment to Pixelwoo in accordance with Clause 3.7 below.
  • Failure to make payment by the Due Date may result in suspension/disconnection of any Service and/or Ongoing Service.
  • The Customer shall make all payments due to Pixelwoo by:
    1. cheque (supported by an appropriate cheque guarantee card) made payable to Pixelwoo:
    2. bankers draft made payable to Pixelwoo:
    3. arranged Direct Debit, telegraphic or electronic transfer direct to Pixelwoo’s following nominated bank account.
      Account Name: Pixelwoo LLP
      Bank Name: The Cooperative Bank
      Account Number: 0892996952372200
      Sort Code: 30-00-19
      and in each case payment shall be in pounds sterling without setoff or deduction.
  • If the Customer fails to pay any amount due to Pixelwoo under a Contract by the relevant Due Date, default interest at the rate specified by the Late
    Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt
    (whether before or after judgment) together with any reasonable and proper amounts incurred by Pixelwoo in seeking to recover such late payment from
    the Customer (including, without limitation, legal fees).
  1. WEB SITE DESIGN
    1. Where required by the Order, Pixelwoo shall provide Web Site Design Services. Pixelwoo agrees to develop the relevant Web Site in accordance with the
      Specification as set out in the Order.
    2. The Customer shall provide to Pixelwoo in a timely and suitable manner and in a format required by Pixelwoo, such information as may be reasonably
      necessary to enable Pixelwoo to complete the Web Site in accordance with the Specification, provided that the Customer shall not supply any Information
      which infringes the Intellectual Property Rights of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes
      annoyance, inconvenience or needless anxiety or constitutes unsolicited advertising or promotional material.
    3. The Customer unconditionally guarantees that any element of text, graphics or other artwork furnished to Pixelwoo for inclusion in the Web Site is owned
      by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect and
      defend Pixelwoo and its subcontractors from any claim or suit arising from the use of such elements furnished by the Customer.
    4. Pixelwoo shall convert the Information and/or Customer Content/Data into a display-ready format for the Web Site, to meet the Specification.
    5. If the Information and/or Customer Content/Data is not in a suitable digital format, as agreed between Pixelwoo and the Customer, an additional charge
      will be made for its conversion by Pixelwoo.
  1. CHANGES IN THE SPECIFICATION
    1. Pixelwoo may agree to carry out such changes to the Web Site as the Customer reasonably requires, provided that the cost of such changes shall be in
      addition to the Charges and shall be borne by the Customer where the changes are required as a result of the Customer’s desire to depart from the
      Specification.
  1. RESPONSIBILITY FOR APPROVING WEB SITE
    1. The Customer acknowledges and agrees that Pixelwoo shall produce the Web Site based on the Specification as provided by the Customer.
    2. It shall be the responsibility of the Customer (and not Pixelwoo) to review and approve the contents of the Web Site (including, without limitations, the
      spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site by Pixelwoo to the Customer for
      approval by the Customer.
    3. Pixelwoo shall have no liability to the Customer for any inaccuracies in the Web Site if and to the extent that the Customer has failed to review and/or
      approve (or require amendment (as the case may be)) the Web Site provided pursuant to the Contract.
  1. SEARCH ENGINE OPTIMISATION SERVICES
    1. Where specified in the Order, Pixelwoo shall provide search engine optimisation services, which shall entail Pixelwoo using its reasonable endeavours to
      improve the ranking of the Web Site in response to a search engine search, only in relation to the search engines known as “Google”, “Yahoo” and “MSN”.
    2. Whilst Pixelwoo will use reasonable endeavours to improve the position of the Customer’s Web Site in the nominated Search Engine results in response to
      a search request, Pixelwoo does not warrant that this effort is in any guaranteed.
    3. Pixelwoo shall have no liability to the Customer for any changes to the position of the Customer’s Web Site in the nominated search engine results in
      response to a search.
    4. Upon termination of the Contract for any reason, the Customer shall immediately grant Pixelwoo the right to access the Web Site (whether hosted by
      Pixelwoo or otherwise) for the purpose of disabling the links created by Pixelwoo which form part of the search engine optimisation services and removing
      any other intellectual property belonging to Pixelwoo.
  1. WEB HOSTING SERVICE
    1. Upon acceptance of the Web Site, Pixelwoo will install the Web Site onto the Server in accordance with the Specification and provide a connection to the
      Internet via the Server (“Hosting Service”).
    2. Pixelwoo shall provide to the Customer a secure means of access to the Server.
    3. The Customer shall be solely responsible for the accuracy, legality, currency and compliance of the Web Site Information and User Generated Content
      and will be solely liable for false, misleading, inaccurate, or infringing information contained or referred to therein.
    4. The Customer acknowledges and agrees that Pixelwoo may be required by law to monitor the Web Site Content and traffic and if necessary give evidence
      of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.
    5. Pixelwoo does not warrant that the Hosting Service or Server will be continuously available 24 x 7 x 365 but will use its reasonable endeavours to keep
      downtime to a minimum.
    6. Pixelwoo may need to at times, temporarily suspended the Hosting Service for repair, maintenance or improvement of the Hosting Service and will give
      the Customer as much notice as is reasonably practicable in the circumstances, before doing so. Pixelwoo, will also restore the Hosting Service as soon as
      reasonably possible.
    7. The Customer accepts the Hosting Service and Server “AS IS” with any faults, or failings and without any representation, warranty or guarantee
      whatsoever, express or implied, including without limitations any implied warranty of accuracy, completeness, quality, continuity of service, connectivity
      and fitness for a particular purpose.
    8. Pixelwoo cannot guarantee that a site provided to the customer will not be hacked or maliciously accessed, altered or interfered with. The Customer agrees to indemnify Pixelwoo relating to any damages, direct or indirect in relation to losses or any form resulting from a site being hacked or maliciously used, accessed, altered or interfered with. Pixelwoo shall endavour to assist the customer.
  1. WEB SITE SERVICES
    1. Pixelwoo is a reseller partner for Domain Name registration, website hosting and mailboxes through chosen web hosts. The
      registration of a domain name, hosting of a website or registering of mailboxes on behalf of the Customer is subject to the terms and conditions of
      these businesses on their individual websites.
    2. Pixelwoo will accept no liability for any financial loss resulting from a Domain Name not being renewed.
    3. Pixelwoo shall have no liability arising from any financial loss arising from any registered mailbox not being available.
    4. A charge on one hundred pounds (£100) + VAT will be charged for any Domain Name transfer. A domain will only be transferred if such amount has
      been paid to Pixelwoo as well as any other outstanding balance owed to Pixelwoo.
  1. E COMMERCE WEB SERVICES
    1. Pixelwoo supply E Commerce Services via EKM Power Shop and/or Magento/WP e-Commerce and other suppliers and the Customer is subject to the terms and conditions
      of such business on their individual websites.
    2. Pixelwoo will accept no liability for any financial loss resulting from the use of any E Commerce website, whether direct or indirect.
  1. DELIVERY AND COMPLETION DATES
    1. Pixelwoo undertakes to use its reasonable endeavours to provide completed Services to the Customer within the time frame stipulated in the Order,
      or if no time frame is specified, within 30 days of the date on which Pixelwoo receives a signed Order from the Customer.
    2. The dates and timeframes for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly
      stated, time is not of the essence for delivery or performance.
    3. Pixelwoo will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save
      where the same is a result of the negligence of Pixelwoo.
    4. No delay (unless material) shall entitle the Customer to reject any delivery or performance or any other Order from the Customer or to repudiate
      the Contract or the Order.
  1. CUSTOMER WARRANTIES
  • The Customer warrants that:
    • it has the right to include, and permit Pixelwoo to include, the Information and the Content on the Web Site, or has obtained the rights from
      third parties to do so;
    • it will not supply Pixelwoo with, not upload to the Web Site, post, email, or otherwise transmit (or allow to be transmitted) by the Web Site
      (or request that Pixelwoo carries out any such upload, posting, email or transmission on the Customer’s behalf), of any Information or user
      Content that is;

      • unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially,
        ethnically or otherwise objectionable;
      • harmful to minors in any way;
      • in breach of any third party right under any law or under a contractual or fiduciary relationship;
      • an infringement of any Intellectual Property Rights;
      • unsolicited or unauthorised advertising, promotional material, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form
        of solicitation;
      • containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of
        any computer software or hardware or telecommunications equipment;
      • intentionally or unintentionally a violation of any applicable law and/or regulation having the force of law;
      • data which contravenes the United Kingdom Data Protection Legislation in any way;
    • it will comply with the Data Protection Act 1998.
  • The Customer accepts that Pixelwoo is under no obligation to monitor or approve the Information and accepts that Pixelwoo excludes all liability of any
    kind for all material comprising the Information.
  • Pixelwoo warrants that:
    • it shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar
      services; and
    • that it will comply with the Data Protection Act 1998.
  1. INTELLECTUAL PROPERTY AND LICENCE
    1. Subject to the provisions of Clauses 13.2 the Intellectual Property Rights in the Web Site and the Domain Name registration shall vest exclusively in
      Pixelwoo. As such, Pixelwoo shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute such
      material unless specifically agreed otherwise. Further, Pixelwoo shall be free to use any ideas, concepts, know how or techniques acquired in the
      construction of web sites for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other
      items incorporating such information unless specifically agreed otherwise.
    2. All right, title and interest in and to the Intellectual Property Rights in the Information associated with and content of the Web Site shall vest
      exclusively in the Customer.
    3. The Customer acknowledges that any Intellectual Property Rights created, developed, subsisting or used by Pixelwoo in or in connection with the
      provision of the Services shall be the sole property of Pixelwoo. Nothing in this Agreement grants to the Customer any rights to sell or market the Web
      Site of Specification to any third party.
  1. TERMINATION

    14.1 Either party may terminate this Agreement, in whole or in part, by written notice if the other is in Default under this Agreement and fails to remedy
    such Default (if capable of remedy) within 30 days of a written notice to do so.
    14.2 Either party may terminate this Agreement immediately and without notice if:
    14.2.1 the other enters into a composition with its creditors;
    14.2.2 an order is made for the winding up of the other;
    14.2.3 an effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms
    approved by the first party (such approval not to be unreasonably withheld)); or
    14.2.4 the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.
    14.3 Termination of the Contract shall be without prejudice to any other rights or remedies of either party.
    14.4 Upon termination of this Agreement the Customer shall cease immediately to be entitled to use the Web Site unless or until the Customer has paid
    to Pixelwoo all outstanding Charges up to the date of termination together with any sums due in respect of the Ongoing Services.
    14.5 The terms of Clauses 13 (Intellectual Property), Clause 15 (Indemnity), and Clause 16 (Confidentiality) shall survive the termination (howsoever
    arising) of the Contract.
  1. INDEMNITY
  • The Customer shall indemnify Pixelwoo against any loss, damage, cost or expense (including reasonable solicitors’ fees and expenses) Pixelwoo may
    suffer or incur as a result of:

    1. any claim by any third party that the Customer’s Information or Content infringes the Intellectual Property Right of a third party or is
      fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or needless anxiety or constitutes
      unsolicited advertising or promotional material;
    2. work done in accordance with the Customer’s instructions in hosting of the Web Site on the Server involving the infringement of any
      Intellectual Property Right (including but not limited to framing or linking to third parties’ web sites):
    3. any claim by a third party arising from the Customer’s breach of the warranties under Clause 12.1 above.
  • Pixelwoo shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with
    the Contract, the Server, the connectivity to the Internet, the hosting, the Web Site, the Software, their use, application, support or otherwise,
    except to the extent which it is unlawful to exclude such liability.
  1. INDEMNITY AND LIMITATION OF LIABILITY
    1. The Customer shall indemnify Pixelwoo against any loss, cost or expense incurred by Pixelwoo arising from any act, omission, neglect or default, of the
      Customer, its agents, or employees.
    2. Nothing in this Agreement excludes or limits the liability of Pixelwoo for fraudulent misrepresentation or for any death or personal injury caused by
      Pixelwoo’s negligence.
    3. Pixelwoo will not be liable to the Customer in contract, tort (including but not limited to negligence), misrepresentation or otherwise for any economic
      loss of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings), any damage to the Customer’s
      reputation or goodwill or any other special, indirect or consequential loss (whatsoever and howsoever caused) which arise out of or in connection
      with a Contract.
    4. The Customer acknowledges and agrees that Pixelwoo’s total liability in respect of the warranty provided under clause 12.3 shall be limited to reperformance
      of the Services or refund of the relevant purchase price.
    5. Notwithstanding clause 16.4 above, the Customer acknowledges and agrees that Pixelwoo’s total liability in contract, tort (including but not limited to
      negligence), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be
      limited to the amount paid by the Customer pursuant to the relevant Contract.
    6. Neither party shall be liable for any failure in the performance of any of the its obligations under the agreement caused by factors beyond its
      reasonable control.
  1. CONFIDENTIALITY
  • Each party agrees and undertakes that it will hold in complete confidence any Confidential Information disclosed to it, and will not disclose it in whole
    or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under the
    Contract. This provision shall survive the termination of the Contract for any reason for a period of 2 years commencing immediately on the date of
    such termination.
  • The obligations set out in this Clause 17 shall not apply to any Confidential Information which:
    1. at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such information was
      unlawfully appropriated;
    2. at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the
      receiving party;
    3. is received from a third party free to make such disclosure without breaching any legal obligation;
    4. is independently developed by the receiving party; or
    5. is required to be disclosed by law, court order or request by any government or regulatory authority.
  1. ASSIGNMENT AND SUBCONTRACTING
    1. None of the rights or obligations of the Customer under the Contract may be assigned or transferred in whole or in part without the prior written
      consent of Pixelwoo.
    2. The Web Site shall be for the sole use of the Customer and shall not be capable of assignment to a third party by the Customer.
    3. Pixelwoo shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Customer.
  1. NOTICES
    1. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by email, prepaid first class letter
      post or facsimile transmission.
    2. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by facsimile
      transmission or email at the time of transmission.
  1. INVALIDITY

    The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
  2. THIRD PARTY RIGHTS

    A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
    agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
  3. LAW AND JURISDICTION

    The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive
    jurisdiction of the English courts.