These Terms and Conditions ("Agreement" or "Terms") set out the basis on which PIXYM LIMITED provides technology services to its clients. These Terms apply to all commercial engagements entered into between PIXYM LIMITED and a client, unless a separate written agreement is entered into between the parties that expressly supersedes these Terms in whole or in part.
By signing a Project Proposal, Statement of Work, or any other document that references these Terms, or by otherwise instructing PIXYM LIMITED to proceed with work, the Client acknowledges that it has read, understood and agrees to be bound by these Terms.
In these Terms and Conditions, the following definitions apply unless the context otherwise requires:
A binding contract is formed between PIXYM and the Client when: (a) PIXYM issues a Project Proposal to the Client; and (b) the Client accepts that Project Proposal in writing, or otherwise provides written or electronic confirmation of its instruction to PIXYM to proceed with the described Engagement. Oral acceptance or oral instructions to proceed are not sufficient to form a binding engagement under these Terms. PIXYM reserves the right not to proceed with any Engagement until written acceptance and, where required, payment of a deposit have been received.
These Terms and Conditions are incorporated into all Agreements between PIXYM and the Client. Where any Project Proposal or Statement of Work contains terms that conflict with these Terms, the terms of the Project Proposal or Statement of Work shall prevail in respect of the specific matters addressed therein, and these Terms shall apply to all other matters. The Client's standard terms and conditions, purchase order terms or other standard documents shall not apply to any Engagement unless PIXYM has expressly agreed in writing to their application.
These Terms, together with the relevant Project Proposal and any Statements of Work, constitute the entire agreement between the parties in relation to the subject matter of that Engagement, and supersede all prior representations, agreements, negotiations and understandings between the parties relating to the same subject matter. Each party acknowledges that it has not relied upon any representation, warranty or other statement not contained in or incorporated into this Agreement.
Anything discussed between the parties prior to the formation of a binding contract, including during the enquiry stage, in any proposal presentation, in any correspondence or in any meeting, is not legally binding unless it is expressly incorporated into the Project Proposal accepted by the Client. PIXYM's obligation to deliver Services is limited to what is described in the Project Proposal and any agreed Statements of Work.
The Services to be provided by PIXYM in each Engagement are described in the applicable Project Proposal or Statement of Work. PIXYM will perform the Services with reasonable skill, care and diligence, consistent with industry standards applicable to the type of technology work described. PIXYM will apply appropriately qualified and experienced personnel to the Engagement.
PIXYM's delivery of Services is conducted on a specification-led basis. Before commencing implementation work in any Engagement, PIXYM will produce a written specification document describing the agreed requirements, the technical approach and the expected outputs. This document will be subject to review and written approval by the Client before implementation commences. PIXYM's obligations in relation to the Deliverables are defined by the agreed specification, not by any description or requirement that is not captured in a written and approved specification document.
PIXYM warrants that it will perform the Services with the standard of care, skill and diligence that would reasonably be expected of a competent technology services provider operating in the same sector. This standard is assessed by reference to what a competent provider would do in the circumstances, not by reference to any particular outcome unless that outcome is expressly guaranteed in writing in the Project Proposal. PIXYM does not guarantee specific business outcomes that depend on factors outside its control, including market conditions, the behaviour of end users, the performance of third-party infrastructure not under PIXYM's management, or decisions made by the Client.
PIXYM may engage sub-contractors or independent specialists to assist with the delivery of Services. PIXYM remains responsible for the quality and compliance of all work performed by sub-contractors engaged by PIXYM in connection with an Engagement. PIXYM will ensure that any sub-contractors it engages are bound by obligations of confidentiality equivalent to those that apply to PIXYM under Clause 9 of these Terms. PIXYM will not disclose the Client's Confidential Information to sub-contractors except to the extent necessary for the delivery of the relevant Services.
As part of every Engagement, PIXYM will produce technical documentation describing the systems, software, architecture or other outputs delivered. This documentation is a Deliverable forming part of the Engagement and will be included within the agreed scope and Fees. The specific documentation to be produced is described in the Project Proposal or Statement of Work. PIXYM's documentation standard requires that all documentation is accurate, current and sufficient to enable appropriately qualified personnel to operate, maintain and modify the delivered system without requiring access to PIXYM for routine operational matters.
The Client shall: (a) cooperate with PIXYM in all matters relating to the Engagement; (b) provide PIXYM with access to such information, systems, data, personnel, facilities and resources as PIXYM reasonably requires to perform the Services; (c) designate a suitably authorised representative to liaise with PIXYM on all matters relating to the Engagement and to provide timely decisions, approvals and instructions; (d) ensure that the instructions given by its representative are consistent with the agreed scope and specification; and (e) comply with all applicable laws and regulations in connection with its use of the Deliverables and its exercise of the licences granted under Clause 8.
The Client warrants that all information, data, materials and documentation provided by the Client to PIXYM in connection with any Engagement are accurate, complete and not misleading in any material respect, and that the Client has the right to provide such information to PIXYM for the purposes of the Engagement. PIXYM shall not be liable for any error, deficiency or failure in the Deliverables that arises as a result of inaccurate, incomplete or misleading information provided by the Client.
The Client acknowledges that PIXYM's ability to deliver the Services in accordance with the agreed timeline depends in part on the Client's timely provision of decisions, approvals, feedback and information. If the Client fails to provide required decisions, approvals or information within the timeframe specified in the Project Proposal or Statement of Work, or within a reasonable time where no specific timeframe is specified, PIXYM shall be entitled to adjust the Engagement timeline accordingly, and any such adjustment shall not constitute a breach by PIXYM of its obligations under the Agreement. Any additional costs incurred by PIXYM as a result of Client-caused delays may be charged to the Client as additional Fees, subject to prior written notification to the Client.
The Client is required to review each Milestone deliverable within the review period specified in the Project Proposal. If the Client does not provide written approval or a written statement of specific objections within the specified review period, the Deliverable for that Milestone will be deemed accepted. Where the Client raises specific objections within the review period, PIXYM will address those objections to the extent they are within the agreed scope of the specification, and re-submit the Deliverable for approval. Repeated unreasonable rejection of Deliverables that conform to the agreed specification may be treated by PIXYM as a material breach by the Client.
Where the Client requires PIXYM to use, integrate with or build upon third-party software, services, platforms or data sources in the course of an Engagement, the Client is responsible for ensuring that all necessary licences, permissions and consents from the relevant third parties are in place before the relevant work commences. PIXYM shall not be liable for any infringement of third-party rights that arises from PIXYM's use of systems or materials provided by the Client without the necessary third-party permissions.
The Fees payable for each Engagement are set out in the relevant Project Proposal. Fees may be structured as a fixed price for a defined scope, as time-and-materials based on agreed rates, or as a combination of both, as described in the Project Proposal. PIXYM reserves the right to adjust its standard rates from time to time, but any increase in rates will not apply to an existing Engagement without the Client's prior written agreement.
PIXYM will issue invoices at the times and in the amounts described in the Project Proposal. In the absence of specific payment milestone arrangements in a Project Proposal, PIXYM will issue invoices as follows: (a) a deposit invoice for a proportion of the total Fees at the commencement of the Engagement, as described in the Project Proposal; (b) milestone-based invoices at defined stages of the Engagement; and (c) a final invoice upon completion of the Engagement and delivery of the final Deliverable. PIXYM may also issue monthly invoices for ongoing support and managed service arrangements.
All invoices are payable within thirty (30) days of the date of the invoice, unless different payment terms are specified in the Project Proposal. Payment must be made in pounds sterling by bank transfer or such other method as the parties may agree in writing. Time of payment is of the essence. PIXYM will provide bank details on each invoice.
If the Client fails to pay any invoice by the due date, PIXYM shall be entitled to: (a) charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, calculated from the due date to the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend performance of Services (including delivery of Deliverables) until all outstanding amounts are paid in full; and (c) upon giving seven (7) days' written notice, terminate the Agreement for material breach if the outstanding amount is not paid within that notice period.
If the Client disputes any part of an invoice, it must notify PIXYM in writing within ten (10) Working Days of receipt of the invoice, specifying the amount disputed and the reasons for the dispute. The Client must pay the undisputed portion of any invoice by the due date. The parties will endeavour to resolve any billing dispute within thirty (30) days of notification, and PIXYM will issue a credit note or corrected invoice where the dispute is found to be valid.
All Fees are exclusive of Value Added Tax (VAT) or any other applicable taxes, levies or duties. Where applicable, VAT will be charged at the prevailing rate and shown separately on PIXYM's invoices. The Client is responsible for paying all applicable taxes in relation to its receipt of Services from PIXYM.
Unless otherwise specified in the Project Proposal, reasonable and properly incurred out-of-pocket expenses directly attributable to the delivery of Services may be charged to the Client. Where PIXYM anticipates incurring significant expenses, it will seek prior written approval from the Client before incurring them. PIXYM will provide receipts or other reasonable evidence of expenses claimed upon request.
Each Engagement will have a delivery schedule set out in the Project Proposal, identifying the key Milestones, the Deliverables associated with each Milestone, and the estimated dates for completion of each Milestone. PIXYM will use reasonable endeavours to meet the estimated dates in the delivery schedule. However, estimated delivery dates are not guaranteed unless they are expressly stated as binding commitments in the Project Proposal. PIXYM will provide the Client with advance notice if it becomes aware that a delivery date is unlikely to be met, together with a revised estimate and an explanation of the cause.
At the completion of each Milestone, PIXYM will submit the relevant Deliverable(s) to the Client for review. The Client will review each Deliverable and either: (a) provide written approval; or (b) provide written notice of specific objections, identifying the ways in which the Deliverable does not conform to the agreed specification. PIXYM will address conformance objections at no additional charge. PIXYM is not required to address requests for additional features or changes to the specification that are raised through the milestone review process; such requests will be handled as Change Requests under Clause 7.
Where an Engagement involves the delivery of software or systems, the Project Proposal may include an acceptance testing phase. During this phase, the Client will be permitted to test the delivered system against defined acceptance criteria. PIXYM will remediate any defects identified during acceptance testing that are attributable to PIXYM's implementation and that represent a failure to conform to the agreed specification. The acceptance testing period will be as defined in the Project Proposal.
If the Client fails to provide written approval or a written statement of specific objections within the review period specified in the Project Proposal (or, if no specific review period is specified, within ten (10) Working Days of submission), the relevant Deliverable will be deemed to have been accepted. Deemed acceptance triggers the payment obligations associated with that Milestone.
Where the Client's failure to provide required approvals, information, access or decisions causes a delay to the Engagement timeline, PIXYM will notify the Client in writing of the nature and extent of the delay. The delivery schedule will be adjusted by the period of Client-caused delay. Any additional costs incurred by PIXYM as a direct result of Client-caused delays, including costs of rescheduling personnel or resources, may be charged to the Client subject to prior written notification and the Client's written agreement.
Upon completion of each Engagement, PIXYM will deliver the documentation package described in the Project Proposal. This package forms a separate final Deliverable and is not deemed delivered until it has been submitted in full to the Client and accepted in accordance with this Clause 6. The final invoice for an Engagement will not be issued until the documentation package has been delivered.
Any proposed change to the scope, timeline, Deliverables or other material terms of an Engagement must be submitted as a formal Change Request. Either party may propose a Change Request. A Change Request must describe the proposed change in sufficient detail to allow PIXYM to assess its implications for the scope, timeline and Fees of the Engagement.
Upon receipt of a Change Request, PIXYM will assess the proposed change and provide the Client with a written Change Assessment. The Change Assessment will describe: (a) the technical approach to implementing the change; (b) any adjustment to the Fees required to implement the change; (c) any adjustment to the delivery timeline required; and (d) any risks or dependencies associated with the change. PIXYM will provide the Change Assessment within a reasonable time, and in any event within five (5) Working Days of receipt of the Change Request, unless the complexity of the assessment requires more time, in which case PIXYM will advise the Client of the expected timescale.
No change to the scope, timeline, Deliverables or Fees of an Engagement shall be implemented without the prior written agreement of both parties. An agreed Change Request, signed or confirmed in writing by both parties, will constitute a formal amendment to the relevant Project Proposal or Statement of Work. PIXYM is not obliged to implement any change unless it has been formally agreed in accordance with this Clause 7.
PIXYM will not implement changes on the basis of oral instructions. If the Client's representative provides oral instructions that purport to change the scope of an Engagement, PIXYM will confirm the instruction in writing to the Client and request written approval before proceeding. PIXYM shall not be liable for any additional time, cost or delay arising from its refusal to act on oral change instructions.
The Client retains full ownership of all Background IP that it provides to PIXYM for use in connection with an Engagement. PIXYM will not acquire any ownership rights in the Client's Background IP by virtue of being granted access to or use of it in connection with an Engagement. The Client grants PIXYM a limited, non-exclusive, non-transferable licence to use its Background IP solely to the extent necessary for PIXYM to perform the Services in the relevant Engagement.
PIXYM retains full ownership of all Background IP, including PIXYM's methodologies, processes, frameworks, tools, libraries, code bases and other materials developed by PIXYM independently of any Engagement. Where PIXYM incorporates its Background IP into any Deliverable, PIXYM grants the Client a non-exclusive, non-transferable, perpetual licence to use the PIXYM Background IP incorporated into that Deliverable for the Client's internal business purposes. This licence does not include the right to sub-license, resell, distribute or transfer PIXYM's Background IP to third parties without PIXYM's prior written consent.
Unless otherwise specified in the Project Proposal, ownership of Foreground IP created by PIXYM in the course of an Engagement will be assigned to the Client upon full payment of all Fees due under the Agreement for that Engagement. Until such assignment takes effect, PIXYM grants the Client a limited licence to use the Foreground IP for the purposes of the Engagement. Assignment of Foreground IP is conditional upon full payment of all Fees and any other amounts due under the Agreement.
Where PIXYM incorporates open source software components into any Deliverable, PIXYM will identify those components and the applicable open source licences in the documentation package delivered at the end of the Engagement. The Client is responsible for ensuring its use of any Deliverable containing open source components complies with the applicable open source licence terms. PIXYM makes no warranty that open source components are free from defects or that their use will not infringe third-party rights.
Where Deliverables include or are built using third-party software, systems or services that are not owned by PIXYM, PIXYM will identify these in the Project Proposal or documentation. The Client's right to use such third-party components is subject to the applicable third-party licence terms, and the Client is responsible for ensuring compliance with those terms. PIXYM does not warrant that third-party components are free from intellectual property claims by third parties.
Unless the Client expressly requests otherwise in writing, PIXYM reserves the right to reference the existence of the Engagement (but not the confidential details thereof) in its portfolio of work, including on its website and in marketing materials. PIXYM will not disclose the content of any Deliverable or any Confidential Information of the Client in any portfolio reference. Where the Client requires strict confidentiality about the existence of an Engagement, this must be specified in the Project Proposal, and PIXYM will comply with such a requirement.
Each party ("Receiving Party") undertakes to treat as confidential all Confidential Information received from the other party ("Disclosing Party") in connection with an Engagement. The Receiving Party shall: (a) use the Confidential Information only for the purposes of the Engagement; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) protect the Confidential Information from unauthorised access, use or disclosure with the same degree of care it applies to its own confidential information, and in any event with no less than reasonable care; and (d) restrict access to the Confidential Information to those of its personnel who have a genuine need to know it for the purposes of the Engagement, and ensure that such personnel understand and comply with the obligations of confidentiality set out in this Clause 9.
The obligations in Clause 9.1 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure, as evidenced by its written records; (c) is received by the Receiving Party from a third party who is not under any obligation of confidentiality in relation to that information; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
The Receiving Party may disclose Confidential Information to the extent required by applicable law, by a court of competent jurisdiction, by a regulatory authority or by any other public body having authority to require disclosure. In such cases, the Receiving Party will: (a) give the Disclosing Party as much advance notice as is reasonably practicable; (b) cooperate with the Disclosing Party in seeking any available legal protection for the Confidential Information; and (c) disclose only the minimum amount of Confidential Information necessary to comply with the relevant legal requirement.
The obligations in this Clause 9 will survive the termination or expiry of any Agreement for a period of five (5) years from the date of termination or expiry, except in relation to any Confidential Information that constitutes a trade secret, in respect of which the obligations will continue for so long as the information retains its character as a trade secret under applicable law.
Upon termination of an Engagement or upon written request by the Disclosing Party, the Receiving Party will promptly return or securely destroy all materials containing the Disclosing Party's Confidential Information (including all copies and derivatives), except to the extent that retention is required by applicable law or by the Receiving Party's legitimate record-keeping obligations. Where Confidential Information is destroyed rather than returned, the Receiving Party will provide written confirmation of destruction upon request.
Each party will comply with all applicable data protection laws and regulations in connection with its activities under the Agreement, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as amended or replaced from time to time.
Where PIXYM processes personal data on behalf of the Client in the course of providing Services — for example, where PIXYM is given access to systems or databases containing personal data — PIXYM acts as a data processor and the Client acts as a data controller in relation to that processing. In such circumstances, the parties will enter into a data processing agreement (or the relevant provisions will be included in the Project Proposal) describing the subject matter, duration, nature and purpose of the processing, the types of personal data processed and the obligations of each party.
Where PIXYM processes personal data as a data controller — for example, in relation to contact information provided through the enquiry process — that processing is governed by PIXYM's Privacy Policy, which is available at privacy-policy.html.
PIXYM will implement appropriate technical and organisational measures to protect any personal data it processes under the Agreement against accidental loss, destruction, alteration, unauthorised disclosure or access. PIXYM will notify the Client promptly if it becomes aware of any personal data breach affecting personal data processed on behalf of the Client.
Where PIXYM receives any request from a data subject exercising rights under applicable data protection law in relation to personal data processed on behalf of the Client, PIXYM will promptly notify the Client of the request and will assist the Client to the extent reasonably practicable in responding to the request within the timescales required by applicable law.
PIXYM warrants to the Client that: (a) it has the legal authority to enter into and perform this Agreement; (b) it will perform the Services with reasonable skill, care and diligence; (c) it will perform the Services using personnel who are appropriately qualified and experienced for the type of work undertaken; (d) the Deliverables will, at the time of delivery, conform to the requirements of the agreed specification; (e) it will comply with all applicable laws and regulations in performing the Services; and (f) the Deliverables, as produced by PIXYM, will not infringe the intellectual property rights of any third party, provided that this warranty does not extend to any infringement arising from materials or instructions provided by the Client.
The Client warrants to PIXYM that: (a) it has the legal authority to enter into and perform this Agreement; (b) the information and materials it provides to PIXYM in connection with any Engagement are accurate, complete and not misleading; (c) it has the right to provide all information, data and materials to PIXYM for use in the Engagement without infringing the rights of any third party; (d) it will use the Deliverables in compliance with all applicable laws and regulations; and (e) it has obtained all necessary licences, consents and permissions from third parties that PIXYM will require to perform the Services.
PIXYM does not warrant that: (a) the Deliverables will be entirely free from minor defects or errors (provided that PIXYM will address material defects that prevent the Deliverables from fulfilling their intended purpose); (b) any particular business outcome will be achieved through use of the Deliverables; (c) third-party systems, services or infrastructure that PIXYM integrates with will operate continuously without interruption or defect; or (d) the Deliverables will be compatible with systems, platforms or configurations not described in the agreed specification.
Where a Deliverable contains a material defect that is attributable to PIXYM's implementation and that represents a failure to conform to the agreed specification, PIXYM's obligation is to remedy the defect within a reasonable time following written notification by the Client. PIXYM's liability for defects in Deliverables is limited to the remedy obligation described in this Clause 11.4, subject to the limitations set out in Clause 12.
Neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or in connection with this Agreement or the performance or non-performance of Services, regardless of whether such damages were foreseeable or the party had been advised of the possibility of such damages. This exclusion includes, without limitation, loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, loss of anticipated savings, and business interruption losses.
Subject to Clause 12.3, PIXYM's total aggregate liability to the Client arising out of or in connection with any Engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid or payable by the Client to PIXYM under the relevant Engagement during the twelve (12) month period immediately preceding the event giving rise to the claim.
Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable law; or (d) payment of Fees due under the Agreement. For the avoidance of doubt, these uncapped liabilities are not subject to the exclusions in Clause 12.1 or the cap in Clause 12.2.
The Client is under a duty to take all reasonable steps to mitigate any loss or damage it suffers in connection with any breach by PIXYM of this Agreement or any negligence by PIXYM in the performance of the Services. PIXYM's liability will be reduced to the extent that the Client fails to take such steps.
No claim may be brought by either party against the other under or in connection with any Engagement more than three (3) years after the date on which the claimant knew or ought reasonably to have known of the circumstances giving rise to the claim, and in any event more than six (6) years after the date of completion or termination of the relevant Engagement.
The Client will indemnify, defend and hold harmless PIXYM and its directors, officers, employees, contractors and agents (each an "PIXYM Indemnitee") from and against all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Client of its warranties or obligations under this Agreement; (b) the Client's use of the Deliverables in a manner that is not authorised under this Agreement or that violates applicable law; (c) any claim by a third party arising from the Client's acts or omissions in connection with any Engagement; (d) any claim that the Client's Background IP or any materials provided by the Client to PIXYM infringes the intellectual property rights of a third party; or (e) the Client's failure to obtain necessary third-party licences or consents as required under Clause 4.5.
PIXYM will indemnify, defend and hold harmless the Client and its directors, officers, employees and agents from and against all claims, damages, losses, liabilities, costs and expenses arising out of or in connection with any claim that the Deliverables, as produced by PIXYM and used in accordance with this Agreement, infringe the intellectual property rights of any third party, provided that: (a) this indemnity shall not apply where the infringement arises from the use of materials, instructions or specifications provided by the Client; (b) the Client notifies PIXYM promptly of any infringement claim; (c) PIXYM is given control of the defence of any such claim; and (d) the Client provides reasonable cooperation in the defence of the claim.
Where PIXYM receives notice of, or reasonably believes there may be, a claim that the Deliverables infringe a third party's intellectual property rights, PIXYM may at its own expense and discretion: (a) procure for the Client the right to continue using the affected Deliverable; (b) modify the affected Deliverable to make it non-infringing without materially reducing its functionality; or (c) replace the affected Deliverable with a non-infringing equivalent. If none of these options is reasonably achievable, PIXYM may require the Client to cease using the affected Deliverable and will refund a pro-rated portion of the Fees paid for it.
Each Engagement commences on the date specified in the relevant Project Proposal and continues until the Deliverables have been delivered, accepted and paid for in full, unless terminated earlier in accordance with this Clause 14. Ongoing managed service arrangements continue for the initial term specified in the Project Proposal and thereafter roll over automatically on a monthly basis unless terminated by either party on thirty (30) days' written notice.
Either party may terminate an Engagement immediately by written notice to the other party if: (a) the other party commits a material breach of this Agreement and fails to remedy that breach within twenty-one (21) days of receiving written notice specifying the breach and requiring its remedy; (b) the other party becomes insolvent, is unable to pay its debts as they fall due, or is the subject of an administration order, liquidation order, receivership appointment or any analogous proceeding; or (c) the other party commits any act of fraud, dishonesty or wilful misconduct in connection with the Engagement.
Either party may terminate an Engagement for convenience on forty-five (45) days' written notice to the other party. Where the Client terminates an Engagement for convenience: (a) the Client will pay all Fees for work completed up to the effective date of termination; (b) the Client will pay a reasonable termination fee in respect of PIXYM's allocated resources and commitments that cannot reasonably be redeployed within the notice period, as specified in the Project Proposal or as agreed between the parties; and (c) PIXYM will deliver to the Client all completed or partially completed Deliverables and work product in existence at the effective date of termination, together with any associated documentation.
Upon termination of an Engagement for any reason: (a) all licences granted under this Agreement in relation to that Engagement cease, except for licences to use Deliverables that have been fully delivered, accepted and paid for; (b) each party will return or destroy the other's Confidential Information in accordance with Clause 9.5; (c) the Client will pay all Fees accrued and due up to the date of termination; and (d) any provisions of these Terms that by their nature are intended to survive termination (including Clauses 1, 8, 9, 10, 12, 14.4 and 17) will continue to apply after termination.
Termination of an Engagement does not affect either party's accrued rights and remedies as at the date of termination, nor does it prevent either party from pursuing any claim arising from events that occurred before the date of termination.
A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God; natural disasters; war, terrorism or civil unrest; government action or legislation; pandemic or epidemic; major failure of internet or telecommunications infrastructure that is not attributable to the affected party's own systems or providers; or major industrial action not involving the affected party's own workforce.
If a party is prevented from performing its obligations under this Agreement by a Force Majeure Event, that party will not be in breach of its obligations to the extent that the failure to perform is directly caused by the Force Majeure Event. The affected party must: (a) notify the other party in writing promptly, and in any event within five (5) Working Days of becoming aware of the Force Majeure Event, describing the event, its impact on performance and the expected duration; (b) take all reasonable steps to mitigate the impact of the Force Majeure Event and to resume normal performance as soon as reasonably practicable; and (c) keep the other party informed of material developments.
If a Force Majeure Event continues for a period of more than sixty (60) days, either party may terminate the affected Engagement by giving twenty-one (21) days' written notice. In such circumstances, the Client will pay for all work completed to the date of termination and for reasonable costs incurred by PIXYM that cannot be avoided, and each party will otherwise be released from its obligations under the Agreement in relation to the affected Engagement.
The parties agree to use their best endeavours to resolve any dispute, controversy or claim arising out of or in connection with this Agreement through good-faith negotiation. Either party may initiate dispute resolution by serving a written notice on the other party (a "Dispute Notice") describing the nature of the dispute in sufficient detail to allow the other party to understand and respond to it. The parties will designate senior representatives to meet (whether in person, by telephone or by video conference) within ten (10) Working Days of the Dispute Notice to discuss and attempt to resolve the dispute.
If the dispute is not resolved within thirty (30) days of the Dispute Notice (or such longer period as the parties may agree in writing), either party may escalate the dispute to its most senior available representative. If the dispute remains unresolved after escalation, either party may refer the matter to formal dispute resolution as described in Clauses 16.3 and 16.4.
If the dispute is not resolved through the process described in Clauses 16.1 and 16.2, the parties agree to consider in good faith whether mediation may be an appropriate means of resolving the dispute before commencing formal legal proceedings. Where both parties agree, they will submit the dispute to mediation conducted by a mutually agreed mediator, or failing agreement, a mediator appointed by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation will be shared equally between the parties unless the parties agree otherwise.
Subject to Clause 16.3, any dispute that cannot be resolved through negotiation or mediation may be referred to the courts of England and Wales, which shall have exclusive jurisdiction. This Clause 16.4 does not prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction where necessary to protect its rights pending resolution of a dispute.
This Agreement is governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising under or in connection with this Agreement, except as otherwise provided in Clause 16.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, that provision will be severed from the Agreement to the minimum extent necessary and the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace any severed provision with a provision that achieves as nearly as possible the same commercial effect.
No waiver by either party of any breach of this Agreement shall be construed as a waiver of any subsequent breach of the same or any other provision. A waiver is only effective if given in writing and signed by the waiving party. Failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right.
All notices required or permitted to be given under this Agreement must be in writing and delivered by: (a) email with read receipt requested, to the email address designated by the receiving party; (b) first class post or recorded delivery to the registered address of the receiving party; or (c) such other method as the parties may agree in writing. Notices sent by email are deemed received on the day of transmission (or the next Working Day if transmitted outside business hours). Notices sent by post are deemed received two Working Days after posting.
Notices to PIXYM LIMITED should be sent to: network@pixym.digital and/or Flat 5, 104 London Road, Headington, Oxford OX3 9AJ, United Kingdom.
Neither party may assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, PIXYM may assign or transfer its rights and obligations under this Agreement to a successor entity in connection with a merger, acquisition or sale of substantially all of PIXYM's business assets, provided that PIXYM notifies the Client of any such assignment and the successor entity assumes all of PIXYM's obligations under the Agreement.
Nothing in this Agreement creates or is intended to create any partnership, joint venture, agency, franchise, employment or trust relationship between the parties. Each party is an independent contractor and is not authorised to make any representation, commitment or other action that purports to bind the other party without express written authority.
This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999, except where expressly stated to the contrary. The parties may vary or terminate this Agreement without the consent of any third party.
This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations and understandings between the parties relating to the same subject matter. Any amendment to these Terms must be made in writing and signed by authorised representatives of both parties.
Any Project Proposal or other document forming part of this Agreement may be signed in counterparts, and signatures transmitted electronically (including by email or electronic signature platform) shall be as valid and binding as original ink signatures. Where a Project Proposal is accepted by email confirmation rather than by signature, such confirmation is legally binding and constitutes the Client's agreement to the terms of the Project Proposal and these Terms and Conditions.
Subject to reasonable prior written notice and at no more than once per calendar year, the Client may request PIXYM to provide reasonable evidence that PIXYM is complying with the material terms of this Agreement, including its obligations regarding the security and confidentiality of Client data. PIXYM may satisfy this obligation by providing written certification, by arranging an independent audit, or by providing access to relevant documentation and records. The costs of any such audit shall be borne by the Client unless the audit reveals a material breach by PIXYM, in which case PIXYM shall bear the reasonable costs of the audit.
PIXYM may update these Terms and Conditions from time to time. Updated Terms will be published on the PIXYM website at pixym.digital. Updated Terms will apply to all new Engagements entered into after the date of publication. For ongoing Engagements, the Terms in force at the date of the relevant Project Proposal will apply throughout the Engagement unless both parties agree in writing to adopt updated Terms.
Any legal notices, formal communications or queries relating to these Terms and Conditions should be directed to:
PIXYM LIMITED
Flat 5, 104 London Road
Headington, Oxford
OX3 9AJ
United Kingdom
Electronic mail: network@pixym.digital
Telephone: +44 7883 844072