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    Terms and Conditions

    These Terms and Conditions shall apply to the provision of all Services by us, Pixooma Ltd, a company registered in England under number 08954582, whose registered office address is 1 The Bank, Kettering Road, Kettering, Northamptonshire, NN14 1PJ (“the Company”).

    1.  Definitions and Interpretation:

    1.1  In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

    “Acceptance” means the acceptance of our Quotation, the placement of an order and/or the Client’s written consent to receive the Services, and includes acceptance of these Terms and Conditions;

    “Client” means you, the individual, firm or corporate body purchasing the Services;

    “Contract” means the contract formed upon Acceptance by the Client as detailed above for the provision of the Services;

    “Quotation” means the written quotation to provide the Services, which remains open for acceptance for a period of 30 days unless otherwise specified and shall constitute our entire scope of works; and

    “Services” means the graphic design, web design, printing, email marketing and/or any other services provided by us to the Client.

    1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

    1.2.1 “we”, “us” and “our” is a reference to the Company and includes our employees, subcontractors and agents;

    1.2.2 “writing” and “written” includes emails and similar transmissions;

    1.2.3 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

    1.2.4 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;

    1.2.5   a clause is a reference to a clause of these Terms and Conditions;

    1.2.6   a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

    1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.

    1.4 No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.

    1.5 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender.  References to persons shall include corporations.

    2. The Services

    1.1 Unless otherwise agreed by us in writing, our payment terms are as follows:

    1.1.1 50% of the quoted fee is due upon acceptance of our Quotation.  Orders shall not be deemed confirmed until the deposit is paid in full.  This deposit is non-refundable, subject to the provisions of clause 9;

    1.1.2 50% of the quoted fee will be due on completion of the works, or 1 month after a draft version has been issued to you if we have received no communication from you, whichever is the sooner.

    1.2 Notwithstanding the above, we reserve the right to request 100% of the quoted fee up front at our sole discretion.

    1.3 We will use our own exclusive judgement when carrying out the works and deciding upon artistic factors required for the provision of the Services.

    1.4 We will provide you with a design proof, which must be signed off by you in writing.  Any copy you provide must be correct and checked at every stage we send a proof to you. It is your responsibility to check for mistakes, including spelling and grammar mistakes, and we accept no responsibility for the same.  The works will not progress until we receive your written approval.

    1.5  If we have included for stock images within our Quotation, these will be chosen from Adobe Stock only.  Any images required from another library may incur additional costs.  Use of stock images is subject to clause 14.7 below.

    1.6 Any alterations required after approval of the final design, any changes to the brief following the initial consultation or any additional visits required above the allowance included for in the Quotation will be chargeable at our standard rate applicable at the time.

    1.7 If any materials need to be reproduced due to errors or omissions that have not been communicated to us, the reproduction costs will be chargeable.

    1.8 Due to the variety of materials and processes used, we cannot guarantee to exactly match pantone/colour references provided by you.  Whilst every effort is made to match as closely as possible to these pantone/colour references, we cannot be held liable for inconsistencies or for any loss or further costs that may arise as a result.

    1.9 We may use third party couriers to deliver any printed goods. Any delivery dates given by us represent a best estimate only.  You are required to inspect the goods on delivery or if this is not possible, the delivery note or such other note as appropriate must be marked “not examined”.  Should the goods received be in poor condition on delivery, or simply incorrect, you are required to take photographs of the alleged damage or error and forward these to us within 24 hours of receipt.  In this event, we will investigate and will arrange redelivery as soon as reasonably possible.

    1.10 We will be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of clause 2.9 are not complied with.

    1.11 Where we have been engaged to provide email marketing Services, you will need to set up an account with your chosen campaign platform and allow us administrator access.  If you are unable to do so, and wish instead to provide us with your log-in details so we can add ourselves as administrators, this will be at your risk.  We recommend sending the password through an encrypted system only and choosing a log-in credentials that are different from any others you use.  A separate contractual relationship will be created between you and this third party, subject to their terms and conditions, and we cannot be held responsible for any act or omission of theirs.  Certain features may require payment in order to function and you will need to pay the platform directly, in addition to our agreed fees as set out in the Quotation.

    1.12 If, at our discretion, we agree to set up the account with the email marketing platform directly, the fees will be included in our Quotation.

    1.13 For all email marketing Services, please refer specifically to clause 12.2 below.

    3. Fees

    3.1 All invoices are payable within 7 days from the date of invoice, unless otherwise specified.

    3.2 We accept payment by direct debit. In the event you cancel your direct debit instruction before we have received payment in full for our Services, we will invoice you for the outstanding amount and this invoice will become immediately due and payable.

    3.3 You agree to pay for any additional services provided by us that are not specified in the These additional services shall be charged in accordance with our current rate in effect at the time of the performance or such other rate as may be agreed.

    3.4 All sums payable by either Party are exclusive of VAT or any other taxes on profit, for which that Party shall be additionally liable. All payments shall be made in pounds sterling without any set-off, withholding or deduction except such amount (if any) of tax as you are required to deduct or withhold by law.

    3.5 The time of payment shall be of the essence. If you fail to make any payment by the due date then, without prejudice to any right which we may have under to any statutory provision in force from time to time, we shall have the right to suspend the Services and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  Such interest shall be calculated on a daily basis and will accrue after as well as before any judgment.  We also reserve the right to charge you for any costs associated with recovering late payments.

    4. Programme

    4.1  We may agree a programme with you, however, this will be subject to you complying with deadlines for approvals and responding to communications from us in a timely manner.  Time will not be of the essence in the performance of our Services.

    4.2 All projects are to be completed within 6 months from the date of Acceptance, unless otherwise agreed.  If delays occur through no fault of our own and our costs increase during the period of delay, we reserve the right to pass on such costs to you and/or change any sub-contractor we have used for the project, regardless of whether you have paid in full in advance for the Services.

    5. Client’s Responsibilities 

    5.1 You agree, where applicable, to:

    5.1.1 provide us with any information, advice and assistance relating to the Services as we may reasonably require within sufficient time to enable us to perform the Services;

    5.1.2 provide us with suitable and sufficient material and images to enable us to perform the Services;

    5.1.3 ensure all content uploaded by you or your employees, or provided to us, is suitably backed up and thoroughly proofread for mistakes;

    5.1.4 virus-check all data and material supplied to us and ensure it is backed up regularly;

    5.1.5 keep secure from third parties any passwords we may issue to you;

    5.1.6 nominate a suitably qualified individual to act as your representative to liaise with us regarding the Services.  This individual needs to be a decision-maker within the company;

    5.1.7 obtain and maintain all necessary licences, permissions and consents in connection with the Services.

    5.2 If you fail to meet any of the provisions of this clause 5, without limiting our other rights or remedies, we shall:

    5.2.1 have the right to suspend performance of the Services until you remedy the default;

    5.2.2 not be held liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and

    5.2.3 be entitled to claim for any costs or losses sustained or incurred by us arising directly or indirectly from your default.

    6. Errors or Discrepancies:

    You are responsible for the accuracy of any information submitted to us and for ensuring that the Quotation reflects your requirements.  Our Quotation is based on the information provided to us at the time we prepare it.  Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it.

    7. Variation and Amendments

    7.1 If you wish to vary the Services to be provided, you must notify us as soon as possible. We will endeavour to make any required changes and any additional costs incurred by us as a result will be invoiced to you.

    7.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.

    7.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase required as a result of an agreed variation or amendment will be payable in accordance with the terms for payment above.

    8. Cancellation, Suspension and Termination

    8.1 The Services will commence upon your acceptance of our Quotation, therefore, you will not be entitled to cancel the Services at any time after acceptance of our Quotation. Should you wish to cancel the Services, any payments made shall be retained and we will invoice for any Services carried out as at the date of cancellation, which will become immediately due and payable.

    8.2 We may, at our discretion, allow you to suspend the Services for a maximum of 6 months without penalty. If the project is recommenced within this timeframe, the quoted fee will remain the same, provided the brief has not changed.  However, please be aware that we may have reused any draft designs shown to you for other clients.

    8.3 Either Party has the right to terminate the Contract immediately if the other Party:

    8.3.1 has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or

    8.3.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

    8.4 In the event of termination for your default, all payments required under this Contract shall become due and immediately payable.

    8.5 In the event of termination or cancellation for any reason, any licence granted under clause 14 will be immediately revoked.

    8.6 Upon termination or expiry of the Contract, provided we have received all payments due to us, we will remove our access to your email marketing software where applicable, hand over log-in details where we have created these, or delete log-in details where you have given these to us, as soon as reasonably possible.

    8.7 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this clause 8 on a pro-rata basis.

    9. Guarantee

    9.1 We offer a 100% satisfaction guarantee for our Services.  We will continue to work with you on your project and will not submit the final invoice until you are entirely satisfied with the Services.

    9.2 In the unlikely event any issue arises during the provision of the Services which we are unable to resolve to your complete satisfaction, we will offer a refund of any sums paid for the part of the Services for which you are dissatisfied.

    9.13 The guarantee is subject to the following provisions:

    9.3.1 You must first allow us all reasonable attempts to resolve the issue(s) in question;

    9.3.2 The guarantee will not apply where you have changed the brief, failed to respond in a timely manner to communications from us or failed to comply with any of your obligations as stated in these Terms and Conditions.

    10. Confidentiality

    Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other.  Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless authorised by the other Party in writing.

    11. Format and Data

    11.1 Any designs or other works created by us will be kept on file for a period of 1 year from completion of the Services, unless otherwise agreed in writing. After this time, they will be securely and irretrievably deleted from our system.  Any copies required within this timeframe will be provided only at our discretion and may be chargeable.  If you require additional copies after the data has been deleted, you will need to recommence the Quotation process with us.

    11.2 We include for any documentation or other media to be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.

    11.3 We provide our designs in high resolution PDF format, or such other format as may be agreed. The in-design/construction/original source files for any designs we create remain our property at all times.  If you wish to obtain these, you must notify us at the time of our Quotation and we will provide a price.

    11.4 We shall retain title to the documentation and no documentation shall be handed over until all payments as detailed above have been paid in full.

    12. Data Protection

    12.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and the General Data Protection Regulation 2016 and any subsequent amendments to them.

    12.2 If you provide us with, or allow us access to, the personal data of any other person (for example, your customers’ data if we are working on your email marketing campaigns), it is your responsibility to obtain permission from those persons to pass their data to us, as a third party. We will only use that data to provide our Services and will not use it for any other purpose.

    12.3 For further information on our use of personal data, please refer to the privacy policy available on our website.

    13. Literature and Representations:

    Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing.  In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.

    14. Intellectual Property

    14.1 Subject to a written agreement to the contrary, we retain ownership in all intellectual property which may subsist in the provision of the Nothing in the Contract shall vest any ownership rights in the Client.

    14.2 Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive license to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you.  The licence shall become effective once the payment is received and the Services are complete.  You may not sub-licence the intellectual property rights without our prior written permission.

    14.3 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.

    14.4 We reserve the right to use any design created by us in any advertising or promotional material, publications, print, or any other purpose required by us.

    14.5 Any licence granted shall be automatically revoked if you breach any of these Terms and Conditions or if the Contract is cancelled or terminated in accordance with clause 8.

    14.6 The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission.  We reserve the right to reuse these designs at our discretion.

    14.7 If you require stock photography for your project, we can arrange for this, however, your use of the images will be subject to the relevant copyright restrictions. Any fees incurred by us will be chargeable.

    14.8 You warrant that any image, document or instruction given to us shall not cause us to infringe any advertising codes of conduct or any intellectual property or other legal rights, including any letter patent, registered design or trade mark, in the execution of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for any such infringement, including infringement of stock photography copyright as specified in clause 14.7, which results from our use of any information supplied by you or your breach of the Contract.

    15. No employment

    Nothing in the Contract shall render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.

    16. Assignment and Sub-Contracting

    16.1 We will be free to sub-contract any of our obligations under these Terms and Conditions. Any act or omission of any sub-contractor will be an act or omission of ours.

    16.2 We may transfer (assign) our obligations and rights under the Contract to a third party (if, for example, we sell our business). If this occurs we will inform you in writing.  Your rights under the Contract will not be affected and our obligations under the Contract will be transferred to the third party who will remain bound by them.

    16.3 You may not transfer (assign) your obligations and rights under the Contract without our express written permission, which will not be unreasonably withheld.

    17. Liability and Indemnity

    16.1 We will be free to sub-contract any of our obligations under these Terms and Conditions. Any act or omission of any sub-contractor will be an act or omission of ours.

    16.2 We may transfer (assign) our obligations and rights under the Contract to a third party (if, for example, we sell our business). If this occurs we will inform you in writing.  Your rights under the Contract will not be affected and our obligations under the Contract will be transferred to the third party who will remain bound by them.

    16.3 You may not transfer (assign) your obligations and rights under the Contract without our express written permission, which will not be unreasonably withheld.

    18. Restrictive Covenants

    Neither we nor the Client will, during the term of the Contract and for a period of 12 months after its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other.

    19. Force Majeure

    Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond that Party’s reasonable control. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, fire, flood, earthquake, act of terrorism or war, governmental action or any other event beyond the control of the Party in question.

    20. Waiver

    No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

    21. Severance

    The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms & Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.

    22. Third Party Rights:

    No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.

    23. Notices

    Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

    24. Law and Jurisdiction

    1.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.

    1.2  Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.

    25. Contacting Us

    If you have any questions about our Website or these Terms and Conditions, please contact us by email at enquiries@pixooma.co.uk.

    This website is owned and operated by Pixooma Ltd ®.

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