Terms and Conditions

Twisted Pixels Ltd

Effective Date: 12 May 2018

Jurisdiction: Scotland

Company: Twisted Pixels Ltd

1. Introduction

These Terms and Conditions govern all services supplied by Twisted Pixels Ltd to any customer.

By instructing Twisted Pixels Ltd to provide services, the Client agrees to be legally bound by these Terms.

These Terms are governed by the laws of Scotland and subject to the jurisdiction of the Scottish courts.

2. Definitions

Deliverables means all artwork, websites, code, printed materials, documents and associated files supplied by Twisted Pixels Ltd.

Project means the agreed services described in any quotation, proposal, estimate, invoice, email or statement of work.

Working Day means Monday to Friday excluding Scottish public holidays.

3. Quotations and Acceptance

• All quotations are valid for 30 days unless otherwise stated.
• A Project shall commence once the quotation is accepted, any deposit is paid, and required information has been supplied.
• Twisted Pixels Ltd reserves the right to refuse work at its discretion.

4. Payment Terms

• Unless otherwise agreed in writing, 50% deposit is payable before work commences.
• The remaining balance is payable upon completion and before release or publication.
• Hosting, maintenance, subscriptions, licences, print production and third-party services may require advance payment in full.
• Invoices are payable within 14 calendar days.
• Late payments may incur:
  • statutory interest;
  • recovery costs;
  • suspension of services.
• Ownership of Deliverables remains with Twisted Pixels Ltd until all invoices are paid in full.

5. Client Responsibilities

The Client agrees to:

• provide accurate instructions;
• supply required content promptly;
• respond to approval requests in a timely manner;
• ensure supplied materials do not infringe third-party rights;
• obtain all necessary permissions and licences.

The Client warrants that all supplied text, images, logos, trademarks, video and other content may lawfully be used by Twisted Pixels Ltd.

6. Intellectual Property

• Intellectual property rights remain with Twisted Pixels Ltd until full payment has been received.
• Upon full payment, the Client receives a licence to use the Deliverables for their intended purpose unless otherwise agreed in writing.
• Twisted Pixels Ltd retains ownership of:
  • preliminary concepts;
  • unused artwork;
  • source files unless included;
  • development frameworks;
  • coding libraries;
  • methodologies and internal systems.
• Twisted Pixels Ltd may display completed work in portfolios, social media, award submissions and marketing materials unless otherwise agreed in writing.

7. Limitation of Liability

Nothing in these Terms excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability which cannot legally be excluded.

Twisted Pixels Ltd shall not be liable for:

• indirect or consequential losses;
• loss of profits;
• loss of business opportunity;
• reputational damage;
• loss of data;
• downtime caused by third-party systems.

Total liability shall not exceed the total fees paid for the relevant Project.

8. Force Majeure

Twisted Pixels Ltd shall not be liable for delay or failure caused by events beyond reasonable control including:

• power outages;
• cyber attacks;
• internet failures;
• supplier failures;
• industrial action;
• severe weather;
• acts of God.

9. Cancellation and Suspension

• Either party may cancel a Project in writing.
• Deposits are non-refundable.
• Completed work and time spent shall be chargeable.
• Twisted Pixels Ltd may suspend services where:
  • invoices remain unpaid;
  • abusive conduct occurs;
  • unlawful activity is suspected.

10. Confidentiality

Both parties agree to keep confidential information private and not disclose it to third parties unless required by law.

11. Data Protection

• Twisted Pixels Ltd processes personal data in accordance with UK GDPR and the Data Protection Act 2018.
• Clients are responsible for ensuring they have lawful authority to provide any personal data supplied to Twisted Pixels Ltd.

12. Graphic Design Services

12.1 Scope of Work

Graphic design services may include:

• branding;
• logos;
• brochures;
• signage;
• advertising;
• social media graphics;
• packaging;
• illustration;
• artwork preparation.

12.2 Revisions

• Unless otherwise stated, quotations include up to two rounds of revisions.
• Additional revisions are chargeable at the standard hourly rate.

12.3 Proofing

The Client is responsible for checking:

• spelling;
• grammar;
• dimensions;
• colours;
• layouts;
• final artwork approval.

Approval of artwork constitutes acceptance.

Twisted Pixels Ltd shall not be liable for errors approved by the Client.

12.4 Colour Variation

• Colours may vary between screens, printers, substrates and production processes.
• Exact Pantone, RGB or CMYK matching cannot always be guaranteed.

13. Web Design and Development Services

13.1 Project Scope

• Projects shall be delivered according to the agreed specification.
• Work outside the agreed scope may incur additional charges.

13.2 Browser Compatibility

• Twisted Pixels Ltd aims to ensure compatibility with current major browsers at the time of development.
• Compatibility with obsolete or unsupported browsers is not guaranteed.

13.3 Third-Party Services

Twisted Pixels Ltd may utilise:

• hosting providers;
• APIs;
• plugins;
• themes;
• software tools.

Twisted Pixels Ltd is not liable for:

• third-party failures;
• discontinuations;
• security vulnerabilities;
• pricing changes.

13.4 Website Content

The Client remains legally responsible for:

• website content;
• legal compliance;
• accessibility;
• copyright;
• advertising claims;
• GDPR obligations.

13.5 Website Security

• Reasonable security measures may be implemented.
• No website can be guaranteed fully secure.

14. SEO and Digital Marketing Services

14.1 SEO Services

SEO services may include:

• on-page optimisation;
• technical SEO;
• content creation;
• link building;
• local SEO;
• analytics configuration;
• digital marketing campaigns;
• website performance optimisation;
• ongoing website development.

14.2 No Guarantee of Rankings

Twisted Pixels Ltd shall use reasonable skill and care in delivering SEO services but does not guarantee:

• search engine rankings;
• first-page placement;
• traffic volumes;
• sales conversions;
• specific business outcomes.

14.3 Ownership of SEO Websites and Assets

Where websites or digital assets are created as part of an SEO or monthly service agreement, and where no standalone development fee has been separately charged and paid, ownership shall remain vested in Twisted Pixels Ltd.

Associated assets may include:

• website design and layout;
• source code;
• page structures;
• SEO configurations;
• landing pages;
• written content;
• graphics;
• optimisation systems;
• hosting environments;
• tracking integrations;
• development frameworks.

Upon termination or cancellation:

• the Client licence shall terminate automatically;
• Twisted Pixels Ltd may suspend, remove or reclaim the website and associated assets;
• ownership rights shall not transfer unless agreed in writing.

14.4 Domain Names and Third-Party Accounts

• Domains, hosting accounts, analytics accounts and advertising accounts registered or paid for by Twisted Pixels Ltd remain under the administrative control of Twisted Pixels Ltd until transferred in writing.
• Transfers may be subject to settlement of all outstanding invoices.

14.5 Removal of SEO Work

Twisted Pixels Ltd reserves the right to remove:

• SEO configurations;
• optimisation work;
• written content;
• tracking tools;
• landing pages;
• marketing integrations;
• proprietary code and systems.

15. Web Hosting and Maintenance Services

15.1 Hosting Services

Hosting services may include:

• website hosting;
• email hosting;
• server management;
• website maintenance;
• software updates;
• backups;
• security monitoring;
• domain management;
• cloud hosting;
• managed WordPress hosting;
• SSL certificate management.

15.2 Hosting Fees

• Hosting services are supplied on a recurring subscription basis.
• Fees may be payable monthly, quarterly or annually.
• All hosting fees are payable in advance.
• Failure to pay may result in:
  • suspension of services;
  • website downtime;
  • deletion of hosted data;
  • loss of email access;
  • cancellation of hosting services.

15.3 Fair Usage

Clients must not:

• use hosting for unlawful purposes;
• distribute malware or malicious code;
• send spam or unsolicited email;
• host illegal or defamatory content;
• excessively consume server resources.

15.4 Uptime and Availability

• Twisted Pixels Ltd shall use reasonable efforts to maintain reliable hosting services.
• Uninterrupted or error-free availability is not guaranteed.
• Twisted Pixels Ltd is not liable for downtime caused by:
  • maintenance;
  • third-party outages;
  • internet failures;
  • cyber attacks;
  • software conflicts;
  • force majeure events.

15.5 Backups

• Clients remain responsible for maintaining independent backups unless otherwise agreed.
• Backup restoration cannot be guaranteed in all circumstances.

15.6 Security

Security measures may include:

• firewalls;
• malware scanning;
• SSL certificates;
• software updates;
• security monitoring.

No hosting environment can be guaranteed fully secure.

16. Full Colour Printing Services

16.1 Print Tolerances

• Industry-standard tolerances apply to colour reproduction, trimming, folding, alignment and finishing.
• Minor variations shall not constitute defects.

16.2 Artwork Supply

• Clients must supply print-ready artwork unless design services are included.
• Additional artwork correction may incur charges.

16.3 Proof Approval

• Production will commence only after proof approval where provided.
• The Client assumes responsibility for approved proofs.

16.4 Delivery

• Delivery dates are estimates only and not guaranteed.
• Twisted Pixels Ltd is not liable for courier delays or losses outside its control.

16.5 Damaged Goods

• Damage claims must be reported within 48 hours of delivery.
• Print defect claims must be reported within 7 days.

16.6 Overruns and Underruns

• Delivered quantities may vary by up to 10%.
• Clients shall be charged for actual quantities delivered.

16.7 Storage

• Storage fees may apply where printed materials remain uncollected for more than 30 days.

17. Consumer Rights

Nothing in these Terms affects statutory consumer rights under Scottish or UK law.

18. Complaints Procedure

• Complaints should be submitted in writing to Twisted Pixels Ltd.
• Twisted Pixels Ltd aims to respond within 10 Working Days.

19. Governing Law

• These Terms shall be governed by the laws of Scotland.
• The Scottish courts shall have exclusive jurisdiction.

20. Severability

If any provision of these Terms is deemed unenforceable, the remaining provisions shall remain in full force and effect.

21. Entire Agreement

These Terms constitute the entire agreement between the parties unless otherwise agreed in writing.

22. Amendments

Twisted Pixels Ltd reserves the right to amend these Terms at any time.