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Terms and Conditions

Digipixi > Terms and Conditions

1. Definitions and Interpretation

In these Terms and Conditions, the following words and expressions shall have the meanings set out below:

  • “Company”, “we”, “us”, “our” means DigiPixi Limited, a company registered in England and Wales (Company No: [Company Registration Number]), with registered address at East London, RM10, United Kingdom.
  • “Client”, “you”, “your” means the individual, company, partnership, or other legal entity that has engaged the Company to provide Services.
  • “Services” means the services described in the Proposal and/or Service Agreement, including but not limited to web design, web development, branding, digital marketing, SEO, and social media management.
  • “Proposal” means the written quotation, scope of works, or project proposal issued by the Company to the Client.
  • “Deliverables” means any works, materials, designs, code, content, or outputs produced by the Company in connection with the Services.
  • “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill, rights in designs, database rights, and all other intellectual property rights, whether registered or unregistered.
  • “Confidential Information” means information of a commercially sensitive nature, including pricing, business strategies, client data, technical systems, and trade secrets disclosed by either party.

2. Basis of Contract

  • These Terms and Conditions govern all engagements between the Company and the Client.
  • A binding contract is formed when the Client: (a) signs and returns a Proposal or Service Agreement; (b) pays a deposit; or (c) provides written instruction for work to commence — whichever is earliest.
  • These Terms shall take precedence over any terms or conditions submitted by the Client, unless expressly agreed otherwise in writing by a Director of the Company.
  • The Company reserves the right to decline to provide Services to any Client at its absolute discretion.

3. Services

  • The Company shall provide the Services as described in the Proposal with reasonable skill and care, in accordance with good industry practice.
  • The Proposal constitutes the entire scope of Services. Any additional work requested by the Client that falls outside the agreed scope will require a separate written instruction and may incur additional charges.
  • The Company reserves the right to engage subcontractors or third-party suppliers to assist in delivering the Services. The Company remains responsible for the standard of such Services.
  • Time estimates provided for project delivery are indicative only and not of the essence, unless expressly agreed in writing. Delays caused by the Client (including late provision of content, feedback, or approvals) will extend agreed timelines accordingly.

4. Client Obligations

The Client agrees to:

  • Provide all content, materials, information, access credentials, and approvals required by the Company in a timely manner
  • Ensure that all content, images, text, data, and materials provided to the Company do not infringe the Intellectual Property Rights, privacy rights, or other rights of any third party
  • Obtain all necessary licences, consents, and permissions for any third-party materials provided to the Company
  • Appoint an authorised representative with decision-making authority who will be available to review and approve Deliverables at agreed review stages
  • Pay all invoices by the due date as set out in Clause 5
  • Notify the Company in writing as soon as possible of any changes to the project requirements

The Company shall not be liable for any delay, defect, or failure in the Services arising from the Client’s failure to fulfil these obligations.

5. Fees, Payment and Invoicing

5.1 Fees
  • Fees are as set out in the Proposal. All fees are quoted exclusive of VAT (Value Added Tax) unless stated otherwise. VAT will be added at the prevailing rate where the Company is VAT-registered.
  • The Company reserves the right to review and amend its fees for ongoing or retainer services with a minimum of 30 days’ written notice.
5.2 Payment Terms
  • Unless otherwise agreed in writing, projects require a 50% deposit payable upon instruction, with the remaining balance due upon completion and prior to final handover of Deliverables.
  • Invoices for ongoing retainer services are payable monthly in advance, unless otherwise stated.
  • Payment is due within 14 days of the invoice date unless otherwise specified on the invoice.
  • Accepted payment methods include bank transfer (BACS), debit card, credit card, and online payment platforms as notified to the Client. Cheques are not accepted.
5.3 Late Payment
  • If payment is not received by the due date, the Company reserves the right to: (a) suspend all work on the Client’s project without liability; (b) charge interest on the overdue sum at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and (c) charge a fixed compensation fee as prescribed by the Late Payment legislation.
  • Final Deliverables, including source files, website login credentials, and transfer of Intellectual Property, shall not be released until all outstanding invoices have been paid in full.
5.4 Third-Party Costs
  • Third-party costs incurred on behalf of the Client (including domain registration, hosting, software licences, premium themes, plugins, stock photography, paid advertising, or any other disbursements) are chargeable to the Client in addition to agreed Service fees.
  • Such costs will be notified to the Client in advance where practicable. The Company will not be liable for the performance, availability, or terms of third-party services.

6. Intellectual Property

6.1 Client’s Pre-Existing Materials
  • All Intellectual Property Rights in materials supplied by the Client to the Company remain vested in the Client. The Client grants the Company a non-exclusive licence to use such materials solely for the purposes of delivering the Services.
6.2 Company’s Pre-Existing Materials
  • All Intellectual Property Rights in the Company’s pre-existing tools, methodologies, frameworks, templates, code libraries, and processes remain the property of the Company. Nothing in these Terms transfers ownership of such rights to the Client.
6.3 Deliverables
  • Subject to receipt of full payment of all fees and charges, the Company assigns to the Client all Intellectual Property Rights in the bespoke Deliverables created specifically for the Client as part of the Services.
  • Where Deliverables incorporate any pre-existing Company materials or third-party materials, the Company grants (or shall procure) a licence to the Client to use such materials solely in connection with the Deliverables.
  • The Company retains the right to display the Deliverables in its portfolio and marketing materials unless the Client requests otherwise in writing, in which case the Company will comply with that request.
6.4 Client Warranties
  • The Client warrants that all materials supplied to the Company are owned by or properly licensed to the Client, and that their use by the Company in delivering the Services will not infringe any third-party rights. The Client agrees to indemnify and hold harmless the Company against any losses, costs, claims, or damages arising from a breach of this warranty.

7. Confidentiality

  • Each party agrees to keep the other party’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to professional advisers bound by equivalent obligations.
  • This obligation shall survive termination of the contract for a period of three (3) years.

8. Approvals and Sign-Off

  • The Client will be given reasonable opportunities to review and approve Deliverables at agreed stages of the project.
  • Approval may be given by email confirmation. The Company may treat a failure to respond within 10 business days of a review submission as approval, unless the Client has notified the Company of a reason for delay.
  • Once approved, any changes to approved Deliverables will be treated as new requirements and may incur additional fees.
  • The Company is not liable for errors, omissions, or inaccuracies in Deliverables that were approved by the Client.

9. Limitation of Liability

This clause sets out the entire financial liability of the Company to the Client in respect of any breach of these Terms, any use made by the Client of the Services or Deliverables, and any representation, misrepresentation (whether innocent or negligent), statement, or tortious act or omission including negligence.

  • Nothing in these Terms shall limit or exclude the Company’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which liability cannot be lawfully excluded.
  • Subject to the above, the Company’s total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to the Company in the 12-month period immediately preceding the event giving rise to the claim.
  • The Company shall not be liable for: (a) loss of profit; (b) loss of business; (c) loss of revenue; (d) loss of anticipated savings; (e) loss of data; (f) loss of goodwill; or (g) any indirect, special, or consequential loss, arising under or in connection with these Terms.
  • The Company is not responsible for the performance, availability, or security of third-party platforms, hosting providers, social media networks, payment gateways, or search engines.
  • The Company does not guarantee specific search engine rankings, traffic levels, conversion rates, or business outcomes as a result of SEO or digital marketing services.

10. Termination

10.1 Termination by the Client
  • The Client may terminate the contract by providing written notice. Fees for all work completed to the date of termination are payable in full. Any deposit paid is non-refundable. Where the deposit does not cover the value of work completed to date, the Client shall pay the shortfall at the Company’s standard hourly rate.
10.2 Termination by the Company
  • The Company may terminate the contract immediately by written notice if: (a) the Client fails to pay any invoice by the due date and fails to remedy this within 7 days of written notice; (b) the Client commits a material breach of these Terms that is incapable of remedy or is not remedied within 14 days of notice; (c) the Client becomes insolvent, enters administration, receivership, or liquidation; or (d) the Client’s conduct is abusive, threatening, or unlawful.
  • On termination for the Client’s breach, all outstanding fees become immediately payable and the Company shall have no obligation to deliver further Deliverables or release any work product until payment is received.
10.3 Effect of Termination
  • Termination shall not affect any rights or remedies that have accrued prior to termination. Clauses that by nature should survive termination (including Clauses 6, 7, 9, and 14) shall continue in force.

11. Force Majeure

The Company shall not be liable to the Client for any delay or failure to perform its obligations arising from causes beyond its reasonable control, including but not limited to: acts of God, pandemic, war, terrorism, strikes, lockouts, government action, power failures, internet outages, or failure of third-party service providers. The Company will notify the Client promptly and use reasonable endeavours to resume performance.

12. Data Protection

Each party shall comply with its obligations under the UK GDPR and the Data Protection Act 2018. The Company’s use of personal data is governed by its Privacy Policy available at the Company’s website. Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate Data Processing Agreement if required.

13. Website Disclaimer

  • The Company cannot guarantee uninterrupted or error-free operation of any website developed by us, as this is subject to third-party hosting environments, software, and internet infrastructure.
  • The Client is solely responsible for the accuracy, legality, and appropriateness of all content published on their website. The Company accepts no liability for content that is misleading, defamatory, or in breach of applicable law.
  • The Client is responsible for ensuring their website complies with all applicable laws, including consumer protection regulations, cookie laws, GDPR, accessibility requirements, and sector-specific regulations.

14. General

14.1 Entire Agreement
  • These Terms, together with the Proposal and any Service Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.
14.2 Variation
  • No variation to these Terms shall be effective unless agreed in writing and signed by authorised representatives of both parties.
14.3 Waiver
  • No failure or delay by the Company in exercising any right shall constitute a waiver of that right.
14.4 Severance
  • If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14.5 Third Party Rights
  • These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
14.6 Notices
  • Notices under these Terms must be in writing and delivered by email (to hello@digipixi.co.uk for the Company, or to the Client’s last known email address) or by first-class post to the registered address. Notices sent by email are deemed received on the next business day.
14.7 Governing Law and Jurisdiction
  • These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

15. Contact

DigiPixi Limited

East London, RM10, United Kingdom

Email: hello@digipixi.co.uk

Website: https://www.digipixi.co.uk

Company No: [Company Registration Number]

Client Acknowledgement

By engaging DigiPixi Limited and/or paying a deposit or invoice, the Client confirms they have read, understood, and agree to these Terms and Conditions.