Subject to the terms of this agreement, and contingent on the customer’s satisfaction with Pixel Perfection credit approval requirements, Pixel Perfection agrees to provide the web hosting services described in the order for the fees stated in the order.
The initial service term of the agreement shall begin on the date that Pixel Perfection generates an e-mail message to the customer announcing the activation of the customer’s account (the “service commencement date“) and shall continue for the number of months stated in the Order (the “initial term“). Upon expiration of the initial term, this agreement shall automatically renew for up to three successive renewal terms of the same length as the initial term (each a “renewal term“) unless Pixel Perfection or the customer provides the other with written notice of non-renewal at least seven (7) days prior to the expiration of the initial term or then-current renewal term, as applicable. The initial term and any renewal term may be referred to collectively in this agreement as the “term.”
Fees are payable in advance on the first day of each billing cycle. The customer’s billing cycle shall be monthly, quarterly, semi-annually or annually as indicated on the order, beginning on the service commencement date. Pixel Perfection may require payment for the first billing cycle before beginning service. If the order provides for credit/debit card billing, the customer authorises Pixel Perfection to raise invoices for subsequent fees 10 days before the successive billing cycle due date during the term of this agreement; otherwise, Pixel Perfection will invoice the customer via electronic mail to the primary customer contact listed on the order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 10th day following the invoice date, but in no event earlier than the first day of each billing cycle.
By using a credit/debit card to pay for your goods or services, you confirm that the card being used is yours. The customer acknowledges that Pixel Perfection will not store the customer’s card details as no automated attempts to debit the customer’s card will be made. The customer is responsible for ensuring all card payments are made on time before the due date. All credit/debit card holders are subject to validation checks and authorisation by the card issuer and we are not obliged to inform you of the reason for any refusal.
Pixel Perfection is not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your instruction, whether the payment is successful or not.
Pixel Perfection cannot be responsible for any losses you may incur in transmitting information to Pixel Perfection by internet link or by e-mail. Any such loss shall not be borne, either wholly or in part, by Pixel Perfection, and shall be entirely your responsibility.
Payments must be made in Pounds Sterling. The customer is responsible for providing Pixel Perfection with changes to billing information, including but not limited to, credit card expiration, change in billing address or any other details required to successfully authorise payment from the payment card. Pixel Perfection may suspend the service without notice if payment for the service is overdue. Fees not disputed within 10 days of the due date are conclusively deemed accurate.
The customer agrees to pay Pixel Perfection reasonable costs of collection of overdue amounts, including collection agency fees, legal fees and court costs.
Pixel Perfection may increase its fees for services effective the first day of a renewal term by giving notice to customer of the new fees at least forty-five (45) days prior to the beginning of the renewal term, and if customer does not give a notice of non-renewal as provided in Section 2 above, the customer shall be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term).
At Pixel Perfection’s request the customer shall remit to Pixel Perfection all sales, VAT or similar tax imposed on the provision of the services but not in the nature of an income tax on Pixel Perfection), regardless of whether Pixel Perfection fails to collect the tax at the time the related services are provided.
The customer acknowledges that the amount of the fee for the service is based on the customer’s agreement to pay the fee for the entire initial term, or renewal term, as applicable. In the event, Pixel Perfection terminates the Agreement for the customer’s breach of the Agreement in accordance with Section 9.
Termination or the customer terminates the service other than in accordance with Section 9 (Termination) for Pixel Perfection breach, the unpaid fees for each billing cycle remaining in the initial term or then-current renewal term, as applicable, are due on the business day following termination of the agreement.
The customer agrees to use the service in compliance with applicable law and Pixel Perfection Acceptable Use Policy posted at https://pixel-perfection.com/acceptable-use-policy/ (the “AUP”), which is hereby incorporated by reference in this Agreement. The customer agrees that Pixel Perfection may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on the customer’s use of the Services.
Amendments to the AUP are effective on the earlier of Pixel Perfection notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. The customer agrees to cooperate with Pixel Perfection’s reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Pixel Perfection and Customer regarding the interpretation of the AUP, Pixel Perfection’s commercially reasonable interpretation of the AUP shall govern.
The customer represents and warrants to Pixel Perfection that the information that has been provided and will provide to Pixel Perfection for purposes of establishing and maintaining the service is accurate. If the customer is an individual, the customer represents and warrants to Pixel Perfection that the customer is at least 18 years of age. Pixel Perfection may rely on the instructions of the person listed as the primary customer contact on the order with regard to the customer’s account until the customer has provided a written notice changing the primary customer contract.
The customer agrees to indemnify and hold harmless Pixel Perfection, Pixel Perfection affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable legal fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of the customer’s services in violation of applicable law or the AUP by the customer or any person using the customer’s log on information, regardless of whether such person has been authorised to use the services by the customer.
Pixel Perfection does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. To the extent permitted by applicable law Pixel Perfection disclaims any and all warranties including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by applicable law, all services are provided on an “as is” basis.
Neither party shall be liable to the other for any lost profits, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages.
Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of Pixel Perfection and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by customer for three months of service.
The customer agrees that Pixel Perfection may suspend services to the customer without notice and without liability if:
(i) Pixel Perfection reasonably believes that the services are being used in violation of the AUP;
(ii) The customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP;
(iii) Pixel Perfection reasonably believes that the suspension of service is necessary to protect its network or its other customers, or
(iv) As requested by a law enforcement or regulatory agency. The customer shall pay Pixel Perfection a reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
The agreement may be terminated by the customer prior to the expiration of the initial term or any renewal term without further notice and without liability if Pixel Perfection fails in a material way to provide the service in accordance with the terms of the agreement and does not cure the failure within ten (10) days of the customer’s written notice describing the failure in reasonable detail. The agreement may be terminated by Pixel Perfection prior to the expiration of the initial term or any renewal term without further notice and without liability as follows:
(i) Upon thirty (30) days’ notice if the customer is overdue on the payment of any amount due under the Agreement;
(ii) Customer materially violates any other provision of the agreement, including the AUP, and fails to cure the violation within seven (7) days of a written notice from Pixel Perfection describing the violation in reasonable detail;
(iii) Upon one (1) day’s notice if the customer’s service is used in violation of a material term of the AUP more than once, or
(iv) Upon one (1) day’s notice if the customer violates Section 5 (Customer Information) of this agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
The customer agrees that Pixel Perfection may, without notice to the customer,
(i) Report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that Pixel Perfection believes violates applicable law, and
(ii) Provide any information that it has about the customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
The customer agrees to maintain a current copy of all content hosted by Pixel Perfection notwithstanding any agreement by Pixel Perfection to provide back-up services.
Upgrades and other changes in the Pixel Perfection network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of the customer’s hosted content and/or applications. Pixel Perfection reserves the right to change its network at its commercially reasonable discretion, and Pixel Perfection shall not be liable for any resulting harm to the customer.
Notices to Pixel Perfection under the agreement shall be given via any of the offered methods of support, located on our support page. Notices to the customers shall be given via electronic mail to the individual listed as the primary customer contact on the order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. The customer may change the notice address by a notice given in accordance with this Section.
Pixel Perfection shall not be in default of any obligation under the agreement if the failure to perform the obligation is due to any event beyond Pixel Perfection’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
The parties agree that the law of England and Wales will govern the performance and interpretation of this agreement and disputes arising under it.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent.
The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be an agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority.
This agreement may be amended only by a formal written agreement signed by both parties. The terms on the customer’s purchase order or other business forms are not binding on Pixel Perfection unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement.
A party’s waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the agreement are not part of the agreement but are for the convenience of the parties.
The following provisions will survive expiration or termination of the agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the agreement. There are no third-party beneficiaries to the agreement.
Neither insurers nor the customers of resellers are third-party beneficiaries of the agreement. The customer may not transfer the Agreement without Pixel Perfection’s prior written consent. Pixel Perfection approval for assignment is contingent on the assignee meeting Pixel Perfection credit approval criteria. Pixel Perfection may assign the agreement in whole or in part.
This agreement together with the AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and super cedes and replaces any prior understanding or communication, written or oral.
Pixel Perfections’s goal is to create functional and visually appealing websites that meet the needs of your target audience. Our projects can range from simple personal blogs to complex e-commerce platforms or corporate websites.