Painting Pixels Ltd Terms and Conditions
Please Note: These Terms and conditions may be subject to change. Where such changes affect a client directly, they will be notified in advance.
1) The following terms of business apply to all contracts between Painting Pixels Ltd and their Clients. The signing of any proposal sent by Painting Pixels Ltd will thus make the individual, team or company a client of Painting Pixels Ltd. The signing of the proposal also signifies the acceptance of the outlined proposal and the acceptance of the Painting Pixels Terms and Conditions. – In times were a proposal has not been signed and you have verbally agreed for a project to start or have made a payment to allow us to begin work; then from that point the project is live and you have acknowledged that you have fully read and understood all of our terms and conditions and have fully agreed to them.
Fees & Invoicing
2) Where the fees payable to Painting Pixels Ltd are £3,000 or more, we will invoice you in two staged payments. The first 50% of the agreed fee for the project will be invoiced on commission of the project. The remaining balance of 50% of the agreed fee, plus any additional costs outstanding (including, costs due to changes to the initial project brief, under terms 5, 11, 12, 14, 15, 20 and 25) will be charged on completion of the project. Such costs will either be included in the second invoice or will be invoiced separately.
3) Where the fees payable do not exceed £3,000 the full (100%) amount will be invoiced on commissioning the project. Outstanding costs (including, costs due to changes to the initial project brief, under terms 4, 10, 11, 13, 14, 21 and 24) will be invoiced on completion of the project.
4) The fees exclude VAT, which will be charged as applicable.
5) Painting Pixels Ltd will charge for supplementary expenses such as hotel, travel and subsistence costs where it is deemed to be an unreasonable amount, which will be judged on a case by case basis. However we will take no action nor will the client be charged without prior approval. A handling charge of 10% will be made on all expenses.
6) On fees not exceeding £3,000 a payment of each invoice is due from you immediately. On fees over £3,000 a payment for the remaining 50% due immediately upon completion of the project. Painting Pixels Ltd will be entitled to charge interest on all sums outstanding thereafter at a rate of 4% per month calculated on a daily basis payable from the invoice date until the date of payment of the outstanding amount in full.
7) All payments must be made in sterling unless otherwise agreed by Painting Pixels Ltd. For all non-sterling payments an administrative charge may be made.
8) Any quotation for a project made by Painting Pixels Ltd will remain valid for up to 14 days. Any revisions of existing or new proposals will invalidate all prior proposals at the time of writing.
9) Painting Pixels Ltd reserves the right to adjust the fees and the date of completion of the project in the event that the project proposal is altered after the project is commissioned.
Confirmation, cancellation & termination
10) Painting Pixels Ltd requires the signing of the proposal before beginning work on any project. Once the proposal has been signed, then the cancellation charges set out below will apply.
11) If a contract is cancelled at any point from the time of acceptance of the proposal an additional fee of 50% has to be paid on top of the initial fee, which would have been paid to Painting Pixels Ltd immediately on acceptance of the proposal and before any worked had commenced. Also any work produced will stay with Painting Pixels Ltd and not be handed over to the Client.
In situations where Painting Pixels Ltd are required to cancel any approved projects, the client will be notified within 21 working days of actual commencement of the working project. If this happens the client will be issued a full refund but all produced work will remain the property of Painting Pixels Ltd
Client must review and approve specific stages as specified. After written approval Painting Pixels Ltd will continue until in the same manner until next approval stage. Painting Pixels Ltd cannot be held liable for re-work if client does not approve these various stages. Any subsequent delays resulting from a client’s lack of timely approval may incur re-work, which will incur additional charges.
12) Either of us may terminate this agreement at any time by written notice to the other if the other goes into liquidation, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed over all or part of its business. And any Prior payments will not be refunded and all work will remain property of Painting Pixels Ltd
13) The fees quoted are estimated according to specific project requirements, the agreed timescale and any assumptions detailed in the proposal. If the timescale, project objectives or requirements or research approach or the assumptions on which the quote is based change in any way, Painting Pixels Ltd reserves the right to review the agreed fee and charge for any additional work that has resulted from changes.
14) Painting Pixels Ltd cannot accept responsibility for delays caused by weather, transport difficulties, industrial action or any other circumstances beyond its control.
15) The fees include an electronic copy of all final work produced by Painting Pixels Ltd. All additional costs incurred resulting from such additional services for printouts of posters or leaflets will be included in a final or separate invoice.
16) The cost of stimulus material or colour copies of stimulus material will be charged at cost.
17) Painting Pixels Ltd observes the Code of Practice of the design of excellence.
18) In providing the services, we will comply with the Data Protection Act 1998 and any other relevant secondary legislation. We gain respondents’ permission to use recordings for research purposes only, not for use in external promotions or in the public domain.
19) The identity of personal records and data pertaining to persons who take part in projects are confidential information and will not be revealed to clients or any third party.
20) Except in respect of death or personal injury, Painting Pixels Ltd shall not be liable to you by reason of any representation.
21) In line with standard practice, in the event that you request proposals from four or more agencies a fee of £100 may be charged to you by us. This will be credited against the project fee if Painting Pixels Ltd proposal is accepted.
22) You will supply at your expense, all agreed documents or other materials, and all necessary data or other information relating to the project (and ensure the accuracy of the same), within sufficient time to enable us to carry out the project in accordance with the proposal.
23) Any changes or additions to the project, must be agreed in writing by us.
24) Upon commencement of the project, you will be responsible for the insurance of any product samples or stimulus material used in the research against accidental loss or damage, until the date of their disposal or return to you in accordance with this term. Painting Pixels Ltd may dispose of all materials supplied by you after six months following completion of a project, unless you request their return, at your expense, in writing.
25) Painting Pixels Ltd will keep all documents including images, videos and the final product also electronic copies of the proposal for one year from project after which may be destroyed.
26) Fees that include foreign work costs are based on the exchange rates prevailing between sterling and the currencies of the applicable countries on the specified date. Painting Pixels Ltd reserves the right to adjust the final fee in line with any rate fluctuations during the course of the project.
Copyright and confidentiality
27) The copyright and all other intellectual property rights whatsoever in any work produced by us for you during the project including graphics, renders, video’s, website’s, 3D animations, 3D character models and any other materials whether vested, contingent or future shall belong to us absolutely at all times. Unless otherwise agreed and full project payments are made to Painting Pixels Ltd.
28) You warrant that any material or information supplied by you and its use by us, will not infringe the copyright or other intellectual property rights of any third party, and you will indemnify us against any loss, damages, costs, expenses or other claims arising from any such infringement.
29) Painting Pixels Ltd undertakes to keep confidential and not disclose to any other person (except in the proper performance of duties) either during or after the termination of this contract any information whatsoever relating to your business or any trade secrets or make use of the same in any manner which might be prejudicial to your interests.
30) You undertake to keep confidential and not disclose to any other person either during or after the termination of this contract any information whatsoever relating to our business, any proposals, methodologies and debrief documentation or other information supplied by us during or before the project, or make use of the same in any manner which might be prejudicial to our interests.
31) Any and all work produced by Painting Pixels Ltd cannot be published, used or quoted elsewhere, without our prior written approval and provided that the works are attributed to Painting Pixels Ltd.
32) English law governs the agreement between us and you agree to submit to the non-exclusive jurisdiction of the English courts.
33) These terms, together with the proposal and proposal confirmation, constitute the entire agreement between us, supersede any previous agreements or understandings and all other terms, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
34) A notice required to be served on either of us under these terms shall be in writing addressed to the other at its registered office or principal place of business or such other address as may have been notified to the party giving notice pursuant to this term.
35) No failure or delay by us to exercise any of our rights under the agreement shall be deemed to be a waiver of that right, and no waiver of any breach of the agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
36) If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of these terms and the remainder of the provision in question shall not be affected.
Trademark and Rights
37) The Painting Pixels Ltd robotic butterfly logo and Painting Pixels logo text are trademarks and copyright of the Painting Pixels Ltd Company and cannot be copied or imitated in any manner. The Painting Pixels Ltd website and every piece of content on the Painting Pixels Ltd website belongs to Painting Pixels Ltd and cannot be copied, reproduced, distributed, sold or imitated in any shape or form.
38) Any and all work produced by Painting Pixels Ltd, belongs to Painting Pixels Ltd. Painting Pixels Ltd can use any and all work produced in any desired manner including advertising, promotions, use on portfolio and show reel and throughout their website and other digital domains in any desired manner and any desired purpose without any restrictions. Painting Pixels Ltd can also use any and all content for both digital and print use for any desired purpose and in any desired manner without any restrictions, unless otherwise agreed mutually by Painting Pixels Ltd and the Client.
39) Any work produced by Painting Pixels Ltd, of which some or all may be of a sensitive nature must be outlined and agreed on beforehand and any NDA documents must be drawn up and signed beforehand also; otherwise term 38applies to all work produced. If the appropriate documents are not presented and signed beforehand, Painting Pixels Ltd will not take responsibility for any infringement, damage to patents or any other damage or loss of earnings incurred.
40) Any work in progress handed to the client for the purpose of approval cannot be used by the client in any manner, nor can it be sold or distributed. The work also cannot be edited or altered by any other individual or company other than Painting Pixels Ltd.
41) Any Finalised work handed over to the client can only be used in the initial intended manner outlined in the proposal. The work cannot be sold or distributed by the client nor can it be worked on or altered by any other individual or company other than Painting Pixels Ltd. Any work produced by Painting Pixels Ltd, where the intention is for selling and distributing must be first outlined in writing and agreed to by both the client and Painting Pixels Ltd.
42) Any tutorials, hints, tips and resources that are used, watched and read from the Painting Pixels Ltd and partners websites including any other external sources where Painting Pixels Ltd content may appear must only be used if full acknowledgment is given to Painting Pixels Ltd, by means of back linking, mentioning and publishing Painting Pixels Ltd in the credits.
43) Customers are responsible for their own website and database backups. Upon completion of a website the client may be provided with a copy of all website and database files if requested. It is their responsibility to then make any backups in the future to preserve changes that may have been made. We can make backups upon request and supply the new files for a charge. Prices will depend upon the size of the backup. Once a project has reached completion Painting Pixels may not be in possession of any offline backups. It is therefore for your own benefit and security that you keep backups yourself. File recovery may rarely be possible for a fee.
44) Customers are responsible for all email backups for all mail boxes even if Painting Pixels hosts the email boxes. Painting Pixels Ltd may not hold copies or have authorisation to backup or store your emails offline so you are responsible for all online and offline email backups at all times.
45) SEO, Search engine optimisation. Whilst Painting Pixels Ltd makes every effort to bring all provided keywords on to page one of Google, we do not make any guarantees of this success. We only optimise for Google, however optimisation of other search engines can be requested but may incur additional fees.
46) Please note we do not permanently archive or store your project data so please ensure you provide us with a storage divide for us to transfer your data and give you a copy. We may delete our data as and when we need storage space so there is no given time for how long we hold your data now matter how old or new the project maybe.