Terms & Conditions

Pixl Web is part of Pixl Marketing Group.

 

Registered Office:
1st Floor The Brew Eagle House,

163 City Rd,

London, EC1V 1NR

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1. Definitions

In these Terms:

“Agency” means Pixl Marketing Group.
“Client” means the individual or organisation purchasing Services.
“Services” means digital marketing, SEO, PPC, paid media management, branding, website design and development (including Shopify and Squarespace), AI automation systems, GPT workflows, consultancy, analytics, hosting or related services.
“Proposal” means any written quotation, statement of work or onboarding agreement issued by the Agency.
“Deliverables” means work product produced as part of the Services.
“Charges” means fees payable by the Client.

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2. Formation of Contract

 

2.1 A legally binding Contract is formed when:

• the Client signs a Proposal;

• accepts a digital agreement (including PandaDoc or equivalent); or

• makes payment of any invoice issued.

 

2.2 These Terms apply to all Services unless otherwise agreed in writing.

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3. Scope of Services

 

3.1 The Agency shall provide Services using reasonable skill and care consistent with industry standards.

 

3.2 Timelines are estimates only and not guaranteed.

 

3.3 The Agency shall not be liable for delays caused by:

• Client approvals or failure to provide materials;

• third-party suppliers;

• advertising platforms (including Google, Meta, LinkedIn or similar);

• hosting providers;

• AI or software platform outages;

• events beyond reasonable control.

 

3.4 The Agency reserves the right to refuse or terminate Services relating to industries considered high-risk, unethical or non-compliant with advertising platform policies.

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4. Client Responsibilities

The Client agrees to:

• provide accurate and complete information;

• grant timely access to accounts and systems;

• review and approve Deliverables promptly.

Delays caused by the Client shall not affect the Client’s obligation to pay Charges.

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5. Fees and Payment

 

5.1 General

Charges are as set out in the Proposal.
Additional work outside agreed scope shall be charged separately.

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5.2 Onboarding and Setup Fees

The Agency may charge a non-refundable onboarding or setup fee prior to commencement of Services.

Such fees cover strategy development, research, system configuration, automation setup, analytics integration and discovery work.

Onboarding fees are non-refundable once work has commenced.

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5.3 Deposits and Project Payments

Unless agreed otherwise:

• Projects under £5,000 require 50% upfront.

• Projects above £5,000 may be invoiced in staged milestone payments.

Typical milestone structure:

• 30% commencement

• 40% mid-project

• 30% completion

Deliverables may be withheld until invoices are paid.

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5.4 Retainer Services – Minimum Term

Retainer Services operate subject to a minimum initial term of six (6) months, unless otherwise agreed in writing.

The minimum term begins on the agreed start date.

During the minimum term:

• the Client may not terminate for convenience;

• Charges remain payable in full;

• Services may not be paused or reduced without written consent.

 

5.5 No Suspension During Minimum Term

Requests to pause or suspend Services during the minimum term shall not affect the Client’s obligation to pay agreed Charges in full.

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5.6 Renewal

Following completion of the six-month minimum term:

• Services automatically continue on a rolling monthly basis.

Either party may terminate thereafter with thirty (30) days written notice.

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5.7 Early Termination

If the Client seeks to terminate during the minimum term, the Agency may:

(a) invoice the remaining balance of the minimum term; or
(b) agree to early termination subject to an exit fee equivalent to two (2) months’ Charges.

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5.8 Retainer Billing

Retainers are invoiced monthly in advance.

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5.9 Payment Terms

Invoices are payable within fourteen (14) days of issue unless stated otherwise.

Time for payment is of the essence.

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5.10 Late Payment

If payment is overdue, the Agency may:

• suspend Services;

• pause advertising campaigns;

• suspend hosting or system access;

• withhold Deliverables.

Interest shall accrue at 4% above the Bank of England Base Rate per annum.

The Agency reserves rights under the Late Payment of Commercial Debts (Interest) Act 1998.

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5.11 Automated Billing and Payment Disputes

Where recurring billing is used (including Stripe or similar platforms), the Client authorises automatic payment processing.

The Client agrees not to initiate chargebacks without first providing fourteen (14) days written notice to resolve the matter.

The Agency may recover associated dispute costs where chargebacks are initiated without reasonable grounds.

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5.12  Website Subscription Services – 24 Month Minimum Term

 

5.12.1 Application

This clause applies to Pixl Web website subscription packages offered by the Agency, including Fast Launch, Business Growth and Ecommerce website plans where the Client selects a monthly payment option.

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5.12.2 Minimum Term

Where the Client selects:

(a) a £0 setup fee option; or
(b) any website subscription plan incorporating monthly payments,

the Client agrees to a fixed minimum term of twenty-four (24) months commencing on the Service start date.

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5.12.3 Commitment During Minimum Term

During the 24-month minimum term:

• The Client may not terminate for convenience.

• Monthly Charges remain payable in full.

• Services may not be paused, reduced or suspended.

The minimum term forms a material condition of the pricing structure.

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5.12.4 Early Termination

If the Client seeks to terminate prior to completion of the 24-month minimum term, the Agency shall be entitled to:

(a) invoice the remaining balance of the minimum term immediately; or
(b) require payment of an early termination fee equal to the outstanding monthly payments due for the remainder of the minimum term.

Such amounts shall become immediately due and payable.

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5.12.5 Setup Fee Option

Where the Client selects a setup fee plus reduced monthly payment option, the setup fee is non-refundable once work has commenced.

The associated monthly payment remains subject to the agreed minimum term unless expressly stated otherwise in writing.

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5.12.6 Hosting and Managed Service

Website subscription packages operate as a managed service. Hosting, technical management and platform administration remain under the Agency’s control during the term of the agreement.

The Agency may suspend hosting, website access or related services where payments are overdue.

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5.12.7 Ownership During Term

Until all amounts due under the minimum term are paid in full:

• Website infrastructure, hosting environment and underlying systems remain under the Agency’s control.

• Transfer, migration or replication of the website is not permitted without written consent.

Ownership rights transfer only in accordance with Clause 7 and upon settlement of all outstanding Charges.

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5.12.8 Automated Billing

Where payment is processed via Stripe or other recurring billing platforms:

• The Client authorises automatic recurring charges.

• Cancellation of a payment method does not terminate contractual obligations.

• Failed payments do not invalidate the minimum term commitment.

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5.12.9 Chargeback Restrictions

The Client agrees not to initiate payment disputes or chargebacks without first providing fourteen (14) days written notice to allow resolution.

Improper chargebacks may result in recovery action for the outstanding balance of the minimum term.

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6. Change Requests and Scope Variation

Work outside agreed scope constitutes a Change Request.

The Agency may charge additional fees for:

• additional revisions;

• urgent or expedited requests;

• expanded deliverables.

The Agency is not obligated to perform additional work without agreement.

 

7. Intellectual Property

 

7.1 Deliverables remain the property of the Agency until paid in full.

 

7.2 Upon full payment, ownership of agreed Deliverables transfers to the Client.

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7.3 The Agency retains ownership of:

• templates;

• frameworks;

• methodologies;

• reporting systems;

• AI prompts;

• automation structures;

• proprietary processes.

 

7.4 No website files, advertising assets, automation systems or documentation shall be transferred until all invoices are settled in full.

 

8. AI and Automation Services

 

8.1 AI-assisted outputs may form part of Deliverables.

 

8.2 The Client acknowledges AI outputs require review prior to publication and accepts responsibility for final use.

 

8.3 Where the Agency develops AI workflows, GPT systems or automation frameworks:

• the Client receives a non-exclusive, non-transferable licence for internal use;

• ownership of underlying systems remains with the Agency;

• such systems may not be resold, copied or commercially exploited without written consent.

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9. Hosting, Advertising Accounts and Data

 

9.1 Where hosting or system access is provided, the Agency may suspend access where invoices remain unpaid.

 

9.2 Advertising accounts created or managed by the Agency may remain under Agency administrative control until payment obligations are met.

 

9.3 The Client retains ownership of raw business data.

 

9.4 The Agency retains ownership of reporting templates, dashboards, proprietary analytics frameworks and data models.

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10. Third-Party Platforms

The Agency is not responsible for actions taken by advertising platforms, hosting providers, AI systems or software providers.

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11. Confidentiality

Both parties agree to maintain confidentiality of proprietary or sensitive information.

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12. Case Studies

Unless agreed otherwise in writing, the Agency may use project work for portfolio, case studies and marketing purposes.

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13. Limitation of Liability

The Agency shall not be liable for:

• indirect or consequential loss;

• loss of profit;

• loss of business opportunity;

• loss arising from third-party platform actions.

Total liability shall not exceed fees paid by the Client in the preceding twelve (12) months.

Nothing excludes liability for death, personal injury or fraud.

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14. Termination for Cause

Either party may terminate for material breach not remedied within thirty (30) days.

The Agency may terminate immediately for:

• non-payment;

• abusive or unreasonable conduct.

All outstanding fees become immediately payable upon termination.

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15. Non-Solicitation

The Client shall not solicit or engage Agency employees, contractors or freelancers for twelve (12) months following termination without written consent.

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16. Data Protection

Both parties shall comply with applicable UK GDPR and data protection laws.

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17. Force Majeure

The Agency shall not be liable for delays caused by events beyond reasonable control.

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18. Governing Law

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.

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