The following terms and conditions apply:
Application and entire agreement
1. These terms and conditions apply to the provision of the services detailed in our quotation (Services) by Five Pixels (we or us) to the person buying the services (you).
2. You are deemed to have accepted these terms and conditions when you accept the quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
5. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
6. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and other matters which we need to provide the Services.
7. If your website is to be installed on a third-party server, we must be granted temporary read/write access to the server via FTP. Depending on the specific nature of the Services, other resources might also need to be configured on the server.
8. Unless agreed otherwise, you will provide website content, text, images, movies and sound files.
9. If you do not comply with clauses 6, 7 and 8, we can terminate the Services.
10. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations).
11. A link to Five Pixels will appear in small type at the bottom of your website. If you request that the design credit be removed, a fixed fee of £500 will be applied.
12. Your website may be displayed in Five Pixel’s portfolio.
Fees and Deposit
13. Quotations are valid for a period of 30 days.
14. The fees (Fees) for the services are set out in the quotation and are on a time and materials basis.
15. You must pay us for any additional services provided by us that are not specified in the quotation at a rate agreed by us.
16. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
17. You must pay a deposit (Deposit) of a minimum of thirty (30) percent of the project quotation. The remaining seventy (70) percent of the project quotation is payable upon completion of the work, prior to upload to the server or release of materials.
18. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
19. The provision of hosting services is payable quarterly in advance and will be invoiced as such.
20. If payment for hosting is not made within 30 days of the invoice, hosting will be suspended until all due payments are made.
21. Payment is due by cheque or bank transfer. Payment details are provided on invoices and quotations.
22. We will invoice you for payment of the Fees either:
a. when we have completed the Services; or
b. on the invoice dates set out in the quotation.
23. You must pay the Fees due within 30 days of the date of our invoice.
24. Time for payment shall be of the essence of the Contract.
25. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 1.5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
26. We cannot accept responsibility for any alterations caused by a third party occurring to the website once it is installed. Such alterations include, but are not limited to additions, modifications or deletions.
27. We make every effort to ensure websites are designed to be viewed by the majority of visitors and we test websites with the most popular current browsers (e.g. Firefox, Internet Explorer, Chrome, Safari etc.). We cannot guarantee correct functionality with all browser software across all different operating systems.
28. We cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to you. As such, we reserve the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
29. Termination of Services must be requested in a written notice and will be effective on receipt of such notice. This notice can be given by post or by email.
30. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
31. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
32. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract
33. We are not liable in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to Your Obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
34. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Circumstances beyond a party’s control
35. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
36. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
37. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.