The following constitute the terms and conditions under which Pixel Inc. trades and supplies its services and related products. These conditions represent the totality of the agreement and form the Contract between Pixel Inc. and the Client. Any agreed variation or alteration to part of these terms and conditions as annexed to this Contract will not invalidate the remainder or the whole. Any alteration or addition to the supplies instructed on the order will require to be the subject of a new order. Pixel Inc. is entitled to suspend services if the Client does not adhere to any or several conditions of this Contract. Definitions 'Services' and 'Design' means all services provided by Pixel Inc. 'Order Confirmation' means confirmation of the Services to be performed by Pixel Inc. 'Contract' means an accepted order comprising the Order Confirmation and the Terms and Conditions set out below. Project Acceptance At the time of proposal, Pixel Inc. will provide the client with a written or electronic estimate or quotation. Email acceptance of an estimate or payment of a deposit indicates acceptance of Pixel Inc.'s terms and conditions. No work on a project will commence until written acceptance has been received. Design Charges Charges for design services to be provided by Pixel Inc., become fully payable in 30 days (100% of the quoted amount) from project completion unless otherwise stated. Charges for digital media projects such as websites require a non-refundable deposit of 50% of the quoted fee due at the time of estimate or quotation acceptance unless otherwise stated. Work on the project will not commence until Pixel Inc. has received these amounts. Charges for Other Services Charges for any additional services over and above the estimated design, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance. Payment The preferred method of payment is by BACS directly into Pixel Inc's bank account or by cash or cheque. Payments may also be made by Maestro/Switch, Visa or Mastercard/Eurocard, American Express or (for overseas clients), Pound Sterling international money order or previously agreed electronic funds transfer, but may incur a handling charge Publication and/or release of work completed by Pixel Inc. on behalf of the client, may not take place before cleared funds have been received. Returned cheques will incur an additional fee of £50 per returned cheque. Pixel Inc. reserves the right to consider an account to be in default in the event of a returned cheque. Default An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Pixel Inc. shall be considered entitled to remove Pixel Inc.'s and/or the Client's material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the Client of it's obligation to pay the due amount. Clients whose accounts become default agree to pay Pixel Inc. reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. Copyrights and Trademarks By supplying text, images and other data to Pixel Inc. for inclusion in the Client's website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed by Pixel Inc. on behalf of the Client, will remain the property of Pixel Inc. and/or it's suppliers. The Client may request in writing from Pixel Inc., the necessary permission to use materials (for which Pixel Inc. holds the copyright) in forms other than for which it was originally supplied, and Pixel Inc. may, at it's discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to Pixel Inc., the Client grants Pixel Inc. permission to use this material freely in the pursuit of the design. Should Pixel Inc., or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow Pixel Inc. to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold Pixel Inc. free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions. Copyright is retained by Pixel Inc. on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by Pixel Inc. as fulfilling the contract. All of the designs remain the property of Pixel Inc., unless agreed in writing that this arrangement has been changed. Alterations The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The Client also agrees that Pixel Inc. holds no responsibility for any amendments made by any third party, before or after a design is published. Licensing Any design, copywriting, drawing, idea or code created for the Client by Pixel Inc., or any of it's contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Pixel Inc. and any of it's relevant sub-contractors. All design work- where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Pixel Inc. will not be held responsible for any and all damages resulting from such claims. Pixel Inc. is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold Pixel Inc. responsible for any such loss or damage. Any claim against Pixel Inc. shall be limited to the relevant fee(s) paid by the Client. Data Formats The client agrees to Pixel Inc.'s definition of acceptable means of supplying data to the company. Text is to be supplied to Pixel Inc. in electronic format as standard text (.txt), MS Word (.doc) and uploaded to the relevant project on the Client Extranet, on CD-ROM, or via e-mail. Images which are supplied in an electronic format, are to be provided in a format as prescribed by Pixel Inc. uploaded to the relevant project on the Client Extranet, on CD-ROM, or via e-mail. Images must be of a quality suitable for use without any subsequent image processing, and Pixel Inc. will not be held responsible for any image quality which the client later deems to be unacceptable. Pixel Inc. cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services. Design amendments procedure On receipt of a full brief and all relevant project assets, Pixel Inc. will produce design layouts and insert copy only if appropriate. The client must approve the layouts before requesting any amendments to the copy. Once approved the client may make up to two sets of amendments to the copy as part of the agreed design fee. Subsequent amendments and amendments born as a result of changes to the original brief will be subject to an additional charge payable prior the project's completion. Design Project Duration Any indication given by Pixel Inc. of a design project's duration is to be considered by the Client to be an estimation. Pixel Inc. cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Pixel Inc. for the initial payment or by date confirmed in writing by Pixel Inc.. Design Proofing Pixel Inc. considers a project complete upon receipt of a written sign off. It is the responsibility of the Client, to account for spelling, punctuation or content errors prior to publishing. Pixel Inc. will accept no responsibility, financial encumbrance or litigation caused as a result of errors or omissions. In case of compatibility or corruption issues, Pixel Inc. strongly recommend acquiring full resolution colour proofs from your printer ensure appearance, accuracy and quality. Colour balancing and proofing Pixel Inc. will, if requested by the client, scan images to a colour balance provided by the client by way of hard copy reference. If no such request or reference material is provided by the client Pixel Inc. will scan and/or print images using its own judgement for colour balancing. Clients need to be aware that when undertaking full colour printing using the CMYK printing system, it is difficult to guarantee exact colour matches with reference to Pantone colour numbers. Clients are advised that pdf proofs, when viewed on screen or printed off, are not 100% colour accurate and there may be some variation in tone due to lighting effects, paper specification etc. As a matter of course, the cost of 100% accurate Chromalin proofs are not included in Pixel Inc. estimates. To guarantee absolute piece of mind in respect of colour and picture quality, Pixel Inc. advises clients to allow the time and budget to enable provision of full colour proofs. Chromalin proofs can only be requested when the artwork is signed off. Website design only Once web design is complete, Pixel Inc. will provide the Client with the opportunity to review the resulting work. Pixel Inc. will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Pixel Inc. by e-mail or fax and confirmed by post. Pixel Inc. will consider that the client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of the start of the review period. Rights of Access The client agrees to allow Pixel Inc. all necessary access to computer systems and other locations, as required, in order to complete a project and until all due funds are cleared, including the necessary read/write permissions, Clientnames and passwords. The Client also agrees to allow Pixel Inc. access to any computer systems, Clientnames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions. The Client agrees to supply Pixel Inc. with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner. Website Hosting Pixel inc. offers in-house hosting services but does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. Third Party Hosting In the event that Pixel Inc. suggests possible hosting sub-contractors it does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. Pixel Inc. may request that clients change the type of hosting account used if that account is deemed by Pixel Inc. to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organisation are the responsibility of the client and Pixel Inc. are not liable for their payment. Domain Registration Pixel Inc. cannot guarantee the availability of any domain name. Where Pixel Inc. is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration. Search Engine Submission Due to the infinite number of considerations that search engines use when determining a site's ranking, Pixel Inc. cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. Design Credits The Client agrees to allow Pixel Inc. to place a small credit on printed material, advertisements and/or a link to Pixel Inc.'s own website on the Client's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The Client also agrees to allow Pixel Inc. to place websites and other designs, along with a link to the client's site on Pixel Inc.'s own website for demonstration purposes and to use any designs in its own publicity. Rights of Refusal Pixel Inc. will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Pixel Inc. also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Pixel Inc. does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the Client is obliged to allow Pixel Inc. to remove the contravention without hindrance, or penalty. Pixel Inc. is to be held in no way responsible for any such data being included. Cancellation Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Pixel Inc. will need formal notification in writing to the company's postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by Pixel Inc. within 14 days of such instruction being issued, will be liable for the full quoted cost of the project. Disclaimer Pixel Inc. makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Pixel Inc. will not be held responsible for any and all damages resulting from products and/or services it supplies. Pixel Inc. is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold Pixel Inc. responsible for any such loss or damage. Any claim against Pixel Inc. shall be limited to the relevant fee(s) paid by the Client. Pixel Inc. reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Pixel Inc. will not knowingly perform any actions to contravene these and the client also agrees to be so bound. Pixel Inc. and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Pixel Inc. recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed. General These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Pixel Inc. reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice. Acceptance of Quotation and Terms and Conditions The placement of an order for design and/or any other services offered by Pixel Inc. constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Pixel Inc..

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