Pixel Vector Ltd. Terms & Conditions

Interpretation
The definitions and rules of interpretation in this clause apply in this agreement.

Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant to clause.
Acceptance Tests: the tests to be carried out on the Site as set out in clause and as described in Schedule 4.
Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in London.
Change Control Procedures: the procedures set out in Schedule 6.
Charges: the charges in respect of the Services set out in Schedule 5, together with any charges arising from the Change Control Procedures.
Confidential Information: has the meaning given in clause 16.1.
Effective Date: TBC
Force Majeure Event: has the meaning given in clause 15.
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Materials: the content provided to the Supplier by the Customer from time to time for incorporation in the Site.
Non-Supplier Defects: those defects described in clause 4.3.
Phase: in relation to the Project Plan, one of the key phases of work identified in the Project Plan.
Project: the provision by the Supplier of the Services as set out in this agreement.
Project Plan: the timetable within which the Supplier will implement the Project as set out in Schedule 1.
Server: a computer server administered by the Supplier as more particularly defined in Schedule 3.
Services: the design and development services to be provided pursuant to this agreement as set out in Schedule 3.
Site: the website at [URL] to be hosted by the Supplier pursuant to this agreement.
Site Software: the software for the Site commissioned by the Customer as specified in Schedule 2.
Site Specification: the specification for the Site set out in Schedule 2.
Third Party Products: those third party software products set out in Schedule 2.
Visitor: a visitor to the Site

1.2 Clause and schedule headings do not affect the interpretation of this agreement.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this agreement.
1.4 In the event and to the extent only of any conflict between the clauses and the schedules, the clauses shall prevail.
1.5 Words in the singular include the plural and in the plural include the singular.
1.6 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 References to including and include(s) mean respectively including without limitation and include(s) without limitation.
1.8 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.
1.9 Writing or written includes faxes and email.

2. Scope of the project

The Supplier shall:
i.design, develop and deliver the Site in three Phases in accordance with the Project
ii.Plan; and provide the Services and host the Site from the Server.

3. Customer responsibilities

3.1. The Customer acknowledges that the Supplier's ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of the design specifications and any information and data the Customer provides to the Supplier. Accordingly, the Customer shall provide the Supplier with access to, and use of, all information, data and documentation reasonably required by the Supplier for the performance by the Supplier of its obligations under this agreement and manage the Design.

3.2. The Customer shall be responsible for the accuracy and completeness of the Materials on the Site in accordance with clause .

4. Development and acceptance of site

4.1. Once the Supplier has completed the design and development of the Site in accordance with Phase [1/2/3] of the Project Plan, the Supplier shall run the Acceptance Tests. The procedure set out in this clause shall be repeated in respect of Phase [1/2/3] and any further development works agreed by the parties from time to time.

4.2. The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of such tests is set out in Schedule 4.

4.3. Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. The Supplier shall notify the customer when the tests have been passed and provide the results of the Acceptance Tests to the Customer in writing.

4.4. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer's sub-contractors or agents for whom the Supplier has no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. The Supplier shall provide assistance reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay the Supplier in full for all such additional services and products at the Supplier's then current fees and prices.

4.5. Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
a)the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes;
or
b) the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which the Supplier is ready to commence running such Acceptance Tests or retests.

Third party products

The Third Party Products shall be supplied in accordance with the relevant licensor's standard terms. The one-off licence fee for such Third Party Products is included in the Charges payable pursuant to clause 7.1.

Project management

6.1) Each party shall appoint a project manager who shall:
a) provide professional and prompt liaison with the other party; and
b) have the necessary expertise and authority to commit the relevant party.

6.2)The project managers shall meet at least [once] every week until Acceptance and thereafter at least [once] every month. The Customer shall provide minutes of these meetings to the Supplier.

Charges and payment

7.1)The Supplier shall issue a monthly VAT invoice in respect of the Charges, and the Customer shall pay to the Supplier the Charges set out in such Supplier's invoice upon completion and approval of the project - prior to supply of content or 'going live'.

7.2)All Charges are exclusive of VAT.

7.3)If the Customer fails to pay any amount payable by it under this agreement, the Supplier shall be entitled, but not obliged, to charge the Customer interest on the overdue amount. Such interest shall be payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of HSBC Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8. Warranties

8.1)Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

8.2)The Supplier shall perform the Services with reasonable care and skill.

8.3)The Supplier warrants that the Site will perform substantially in accordance with the Site Specification for a period of three months from Acceptance. If the Site does not so perform, the Supplier shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

8.4)The warranty set out in clause 8.1 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any Materials.

8.5)This agreement sets out the full extent of the Supplier's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

9. Limitation of remedies and liability

9.1)Nothing in this agreement shall operate to exclude or limit the Supplier's liability for:
i.death or personal injury caused by its negligence; or
b)any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
c)fraud; or
d)any other liability which cannot be excluded or limited under applicable law.

9.2)The Supplier shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

9.3)Subject to clause 9.1, the Supplier's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges payable by the Customer to the Supplier under this agreement in that calendar year.

10.Intellectual property rights

10.1)All Intellectual Property Rights in the Site (including in the content of the Site and the Site Software), but excluding the Materials, arising in connection with this agreement shall be the property of the Supplier, and the Supplier hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.

10.2)The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

10.3)The Supplier shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 10.1.

10.4)The indemnities in clause 10.1, clause 10.1 and clause 11.1 are subject to the following conditions:
i.the indemnified party promptly notifies the indemnifier in writing of the claim;
b)the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
c)the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
d)the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
e)The indemnities in clause 10.1, clause 10.1, clause 11.1 and clause 11.1 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.

11. Site content

11.1)The Supplier shall update the Site with Materials provided from time to time by the Customer. The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

11.2)The Supplier shall grant the Customer access to the Server in order to update information held on the Site.

11.3)The Supplier shall include only Materials on the Site. The Customer acknowledges that the Supplier has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. The Supplier reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

11.4)The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

11.5)The Supplier may include the statement "Designed by PIXEL VECTOR LIMITED" on the home page of the Site in a form to be agreed.

12. Data protection

12.1)The Supplier warrants that, to the extent it processes any Personal Data on behalf of the Customer:
a)it shall act only on instructions from the Customer; and
b)it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

12.2) In this clause , Personal Data has the meaning given in the Data Protection Act 1998.

13. Term and termination

13.1This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause 13) terminate automatically on Acceptance of the Site and payment of all outstanding sums.

13.2Either party may terminate this agreement immediately at any time by written notice to the other party if: i.that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
b)that other party:
c)ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
d)becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
e)a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
f)the ability of that party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
g)any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).

13.3)On termination of this agreement by the Supplier pursuant to clause , all licences granted by the Supplier under this agreement shall terminate immediately.

13.4)On expiry or termination of this agreement otherwise than on termination by the Supplier pursuant to clause , the Supplier shall promptly return all Materials to the Customer, and shall provide to the Customer an electronic copy of the Site (including all content on the Site). The Supplier shall provide such assistance as is reasonably requested by the Customer in transferring the hosting of the Site to the Customer or another service provider, subject to the payment of the Supplier's expenses reasonably incurred.

13.5)On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect

14. charge control

Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure.

15. Force majeure

The definition in this clause applies in this agreement.

Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

15.2A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

16. confidentiality

16.1The definition in this clause applies in this agreement.

Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is: iii.identified as confidential at the time of disclosure; or
d)sought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

16.2Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

16.3Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

16.4The obligations set out in this clause 16 shall not apply to Confidential Information which the receiving party can demonstrate:
e)is or has become publicly known other than through breach of this clause 16; or
f)was in possession of the receiving party prior to disclosure by the other party; or
g)was received by the receiving party from an independent third party who has full right of disclosure; or
h)was independently developed by the receiving party; or
i)was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

16.5 The obligations of confidentiality in this clause 16 shall not be affected by the expiry or termination of this agreement.

17. Notices

17.1A notice given under this agreement:

a)shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
b)shall be sent for the attention of the person, and to the address, fax number or e-mail address given in this clause 17 (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
shall be:
3.delivered personally; or
4.sent by fax or e-mail; or
5.sent by pre-paid first-class post, recorded delivery or registered post; or
6.if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.

17.2A notice is deemed to have been received:

17.3if delivered personally, at the time of delivery; or

g)in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day; or
h)in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or
i)in the case of registered airmail, five days from the date of posting; or
j)if deemed receipt under the previous paragraphs of this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

17.4To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

18. Publicity

All media releases, public announcements and public disclosures by either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.

19. Assignment

Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

20. Entire agreement

Except as provided in this clause , neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it on which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue. Each party's liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party's ability to perform its obligations under this agreement, shall be subject to the limit set out in clause i.

Pixel Vector Limited provides web hosting, email, web design/development, and consultancy services. Pixel Vector Limited reserves the right to suspend or cancel any client's access to any portion or all of Pixel Vector Limited services, when Pixel Vector Limited deems that the account has been used inappropriately. Pixel Vector Limited reserves the right to refuse service and/or access to its servers to anyone.

1. Pixel Vector Limited prohibits sites engaged in:

• Illegal activities including but not limited to storing and/or distributing illegal copies of copyrighted software, warez sites, violations of copyrights and trademarks, violations of local and international laws, selling and/or distributing illegal contraband.
• Internet abuse including but not limited to spamming mass unsolicited Emailing, distribution of mass emailing programs, crossposting messages to a large number of usenet groups, posting obscene or inflammatory messages, threatening other Internet users, mail bombing Internet users, running packet sniffers or port scanners, spamming Pixel Vector Limited support staff. Spammers are held responsible for a clean up fee.
• Mass Emailing: We do not allow mass emailing via our shared email server regardless of whether it is unsolicited (see above) or solicited email
• Systems abuse including but not limited to use of excessive CPU resources, use of excessive disk space, use of excessive email storage space, hacking our systems, hacking other users sites, installing continuously running programs, such as IRC bots, reselling CGI scripts, using our server as a development machine for untested server side scripts that may cause crashes, outages, denial of service or any other such problem.
• Adult content - The determination of what is "adult content" and prohibited shall be solely made by Pixel Vector Limited

2. Policy Violation

Should a policy violation occur, Pixel Vector Limited reserves the right to terminate the account without notice and without any refunds. The policy violating client will be held responsible for any damages to Pixel Vector Limited, including but not limited to, Pixel Vector Limited system, servers, connectivity, reputation, business, service, network, operations, or equipment. The policy violator may be charged a clean-up fee.

3. Web Site Content

The client is responsible for keeping a copy of their most current web site files & database as backup on a remote system (not on Pixel Vector Limited servers). Pixel Vector Limited is not responsible for any lost files, information, or data unless prior arrangements for backup services have been prearranged in writing. Exclusions are where the website or applications were developed by Pixel Vector Limited. In these cases backups of the original data will be kept by Pixel Vector Limited. Should any new data need to be recovered from Pixel Vector Limited's backup system due to the fault of the client; there will be a charge. Pixel Vector Limited does not guarantee to possess the most current copy of a client's website if changes are being made by the client unless a backup service is being provided.

4. System Updates

The client understands that system updates occur in realtime. For example, server patching and security updates. These updates will be performed as and when required, but we will make efforts to perform updates in the evenings outside of regular office hours. Pixel Vector Limited reserves the right to modify the processing times at any time without notice. If a client or Pixel Vector Limited support personnel (when authorized by client) makes any modifications to a hosting account, the client is responsible to make sure these updates have occurred in our system.

5. Support

• Free customer support is provided email and on 0845 630 0603. If the client is found to be at fault - all support and technical issues are charged for on an hourly rate. This does not include support for issues not relating to your account, such as programming or technical advice.

6. Payment Policy

• For design/development work, 50% deposit is usually payable in advance unless specified in your quotation.
• Deposit is nonrefundable after development work commences.
• Payment terms are specified clearly on every invoice. Failure to make payment will result in deactivation of services and your details being passed to a credit retrieval agency.
• Information gathered during the purchase process will only be used by Pixel Vector Limited to fulfill the terms of the order as detailed in our terms and conditions. All information will be securely stored if needed to complete the order and will never be shared with a third party unless it is necessary for fulfillment of the order. Pixel Vector Limited will only hold the information for so long as it is necessary to fulfill the contract.

7. Hosting Fees

• The minimum contract is 12 months.
• All services are on a monthly or annual prepayment basis.
• Full payment is required before any hosting service is rendered, which includes monthly and annual prepayment renewals.
• Payment must be received or services are not rendered.
• If payment is not received on time, then the account is cancelled.

8. Policy Changes

• Pixel Vector Limited reserves the right to change prices at any time.
• All monetary transactions will occur in UK Pounds Sterling (£).

9. Additional Features

• Additional features can be added at any time according to the costs laid out in your hosting plan.
• Additional services will be activated when payment is received.

10. Account Reactivation

If an account was cancelled due to client request or billing issues and the client desires to reactivate the account, a nonrefundable reactivation fee will be required prior to account reactivation. Accounts are reactivated after all outstanding charges are paid, including hosting fees, additional features. If an account was cancelled due to policy violation, Pixel Vector Limited may not reactivate the account at their own discretion.

11. Refund Policy

• Refunds will be given at the discretion of the Company Management
• If Pixel Vector Limited terminates an account due to policy violation, the policy violator may be charged a clean up fee.
• Refunds for service, if given, are only available on unused services as a whole, not parts thereof.
• Refunds for products, if given, are available only for products that are faulty or not fit for the purpose for which they were purchased.
• Unauthorised charge backs may instudio@pixelvector.co.ukcur additional fees and charges.
• Refunds are not avaliable for Domain Names, SSLs, Dedicated Servers & Setup fees.
• Refunds will not be given for those people found to be breaking our Terms and Conditions and / or Acceptable Use Policy

12. Cancellation

Pixel Vector Limited reserves the right to terminate service at any time. If an account is terminated for a policy violation there will be no refund. Pixel Vector Limited reserves the right to delete the policy violating web site content without notice. Customers can cancel service at any time. Cancellation requests should be sent via mail or email. Only authorized persons can cancel an account. If the client requests cancellation, their account will be terminated immediately unless they specifically state they wish the account to be cancelled at the end of the current billing cycle. If the client specifies immediate account termination or fails to define when the account should be cancelled, Pixel Vector Limited reserves the right to terminate service and delete the web site contents without notice. The minimum information required to cancel and account are: a) Specific reason for cancellation b) Last four digits of the credit card on file or account password (as validation to cancel account) c) Domain name or client ID number (to positively identify the account to be cancelled) Cancellation requests emailed to Pixel Vector Limited should be emailed to studio@pixelvector.co.uk with the domain name of the account to be cancelled in the subject line of the email. If an account is cancelled due to nonpayment, Pixel Vector Limited reserves the right to delete the web site contents without notice.

13. Complaints

At Pixel Vector Limited we want to provide the best possible service that we can. If you feel that we have not delivered on something we said we would do or if there are other things that are not up to scratch then please raise a complaint by Contacting us.

14. Indemnification

Client agrees to defend, indemnify and hold harmless Pixel Vector Limited against any liabilities arising out of defective products sold to customers from Pixel Vector Limited servers, personal injury or property damage caused by products or services sold or distributed from Pixel Vector Limited servers, any material that infringes or allegedly infringes on the rights of a third party available from Pixel Vector Limited servers, and any material that libels or allegedly libels a third party available from Pixel Vector Limited servers.

15. Disclaimer

Pixel Vector Limited cannot guarantee that our services will be 100% uninterrupted or error free. Pixel Vector Limited will provide every effort in good faith to ensure that its services are available to as many Internet users as possible with minimal service interruptions.

In no circumstance will Pixel Vector Limited be liable for any claims resulting from the use or inability to use Pixel Vector Limited's services including, but not limited to, service interruptions, client errors, server failure, Internet connectivity problems, miscommunications, unauthorized access to Pixel Vector Limited servers, InterNIC problems, DNS caching, Internet bandwidth congestion, power failures, vandalism, terrorism and natural disasters.

Pixel Vector Limited reserves the right to revise our policies at any time.