Terms & Conditions

‍1. Definitions

1.1 Agreement: These Terms and Conditions, in conjunction with any relevant Development Proposal and Cost Specification Documents.

1.2 Customer: The organisation or individual purchasing services from PixelBeard.

1.3 Intellectual Property Rights: Refers to all intellectual property and copyright, registered or unregistered, across all media. This includes, but is not limited to, patents, trademarks, service marks, trade names, and registered designs, as well as all applications, renewals, and extensions for the protection or registration of these rights globally.

1.4 Specification: Refers to any or all of the following documents provided to the Customer describing PixelBeard's services: development proposal, cost specification documents, statement of work, quotation, or similar documents.

1.5 Acceptance Date: The date the Customer formally accepts the Software.

1.6 Acceptance Tests: Agreed-upon tests (outlined in the Specification or otherwise agreed in writing) to confirm the Software functions as per the Specification's functional requirements.

1.7 Additional Services: Any extra services requested by the Customer and detailed in the Specification, to be provided by PixelBeard.

1.8 Annual / Monthly Support Fee: A separately quoted fee for optional support services provided by PixelBeard to the Customer.

1.9 Change Request: A documented request from either the Customer or PixelBeard for an alteration to the Specification, Software, Project Plan, or other Deliverables.

1.10 Confidential Information: This includes, but is not limited to, all non-publicly known business, financial, technological, trade secret, and other commercially sensitive information belonging to either party, regardless of its nature.

1.11 Deliverables: The software, documentation, and services PixelBeard is to provide to the Customer as part of this Agreement, as detailed in the Specification.

1.12 Project Plan: The agreed-upon timeline and sequence of events between the Customer and PixelBeard for fulfilling this Agreement, as detailed in the Specification.

1.13 Live Operational Use: The use of the Software by the Customer for business purposes.

1.14 Misuse: Using the Software in a manner inconsistent with its intended use as defined in the Specification.

1.15 Payment Schedule: The breakdown of payments outlined in the Specification.

1.16 Planned Acceptance Date: The date specified in the Project Plan for the Customer's intended acceptance of the Software, in accordance with this Agreement.

1.17 Price: The fixed total price for all Deliverables, as specified in the Specification.

1.18 Project: Encompasses the software development, delivery, and testing of the Software and other Deliverables.

1.19 Rates: The hourly or fixed rates specified in the Specification.

1.20 Software: The source programs, compiled object code, scripts, and installation programs developed or customised by PixelBeard for the Customer, as detailed in the Specification, including any subsequent enhancements and modifications.

1.21 Specified Equipment: The computer configuration (including operating systems) on which the Software is designed to operate, as detailed in the Specification.

1.22 Standard Working Hours: Monday through Friday, 09:00 to 17:00 UK time, excluding UK Bank Holidays.

1.23 System: Refers collectively to the Specified Equipment and the Software.

1.24 Warranty Period: The 30 day period immediately following the Acceptance Date.

‍2. General

2.1 These Terms and Conditions govern all contracts for services provided by PixelBeard to the Customer.

2.2 Before commencing services, PixelBeard will provide the Customer with a Development Proposal and Cost Specification Document detailing the services and fees. The Customer must promptly notify PixelBeard of any disagreement with this document. All such documents are subject to these Terms and Conditions.

2.3 PixelBeard will make every reasonable effort to complete services within estimated timeframes, but time is not of the essence in the performance of any services.

3. The Project

3.1 PixelBeard will provide the Customer with software development services to create the Software and other Deliverables as detailed in the Specification, in accordance with the terms of this Agreement.

3.2 PixelBeard will deliver the Deliverables to the Customer upon request, provided that full payment has been received by PixelBeard for the Deliverables or the portion being provided.

3.3 Unless specifically itemised in the Specification, PixelBeard will not be responsible for any other services, including but not limited to hardware and software installation, systems integration, data conversion, data import, and training.

3.4 For clarity, PixelBeard will not be responsible under any circumstances for the backup and archiving of the Software or any data used by the Software on computer equipment belonging to the Customer or the Customer’s appointed computer hosting supplier.

4. Customer  Obligations

The Customer agrees to:

4.1 Make available suitably qualified employees as required for PixelBeard to perform its obligations. The Customer shall also ensure its employees and other independent contractors cooperate reasonably with PixelBeard and its employees during the Project.

4.2 Promptly furnish PixelBeard with any information and documents reasonably requested for the proper performance of its obligations under this Agreement.

4.3  Ensure its representative is available as reasonably required by PixelBeard.

4.4 Use best endeavours to cooperate with and assist PixelBeard as reasonably required for PixelBeard to perform its obligations under this Agreement.

4.5 PixelBeard reserves the right to initiate a Change Request if the project is delayed due to:

4.6 It is acknowledged that computer software inherently contains occasional defects, faults, and difficulties, regardless of development and support. Acceptance of Deliverables under this Agreement shall not be unreasonably withheld due to minor software faults.

4.7 The Customer acknowledges that all Deliverables from PixelBeard, or from a third party contracted by PixelBeard, are crucial for PixelBeard to meet the agreed schedule in the Project Plan. The Customer accepts full responsibility for any delay in accepting the Deliverables.

5. Change Control

5.1 Initiating a Change Request: Either party may initiate a change to the Specification, Software, or Project Plan by submitting a Change Request to the other.

5.2 Pricing Changes: Any changes to the Price will be calculated based on the rates detailed in the Specification. Both parties will then decide whether to implement the proposed change.

5.3 Investigation Work for Customer-Initiated Requests: If PixelBeard estimates that investigating and estimating a Customer-initiated Change Request will take more than one working hour, PixelBeard reserves the right to provide a quotation for this investigative work. This quotation must be approved by the Customer before any investigation work commences.

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5.4 Implementation of Changes: PixelBeard will only implement changes specified in a Change Request after it has been formally agreed upon in writing by both Parties or through PixelBeard’s electronic change management system.

5.5 Effect of Agreed Changes: Once a Change Request is formally agreed upon in writing by both Parties, the changes will be incorporated into and considered part of the Agreement's Specification, Software, Project Plan, and Price.

6. Acceptance Tests

6.1 The Customer is solely responsible for performing the Acceptance Tests.

6.2 Upon successful completion of the Acceptance Tests, the Customer shall immediately accept the Software and promptly sign PixelBeard’s Acceptance Certificate.

6.3 If the Software fails the Acceptance Tests, repeat tests will be conducted without delay after PixelBeard releases corrected Software until the Software passes.

6.4 The Customer will be deemed to have accepted the Software in its entirety if:

7. Representatives and Progress Meetings

7.1 Upon signing this Agreement, each party will formally appoint a representative. This individual will serve as the primary contact for this Agreement and will be responsible for providing any information necessary for the other party to fulfill its obligations.

7.2 The parties agree that their designated representatives will hold progress meetings at least once a month (or as otherwise agreed) between the date of this Agreement and the Planned Acceptance Date. These meetings, which can be in-person or via conference call as mutually decided, will focus on discussing and documenting the project's progress.

7.3 The PixelBeard representative will be responsible for maintaining a log of project issues, risks, and actions. The Customer's representative is expected to actively cooperate with the PixelBeard representative to mitigate risks, resolve issues, and complete actions promptly.

8. Support

8.1 Upon payment of the relevant Support Fee, PixelBeard will provide the Customer with the following support services for the specified duration, commencing on the Support Commencement Date, with subsequent periodic renewals available.

8.1.1 Service Desk: PixelBeard will offer reasonable Service desk assistance for software installation, usage, and the identification and diagnosis of faults. PixelBeard will endeavour to resolve all support enquiries from the Customer.

8.1.2 Error Corrections: PixelBeard will correct critical errors or assist in overcoming specific software problems. PixelBeard may, at its sole discretion, provide a patch or a new software version to correct errors.

8.2 The Customer must provide PixelBeard with a detailed written description of any fault requiring support, including the circumstances of its occurrence. The Customer shall submit all necessary materials and information requested by PixelBeard, such as screenshots and log files, to enable PixelBeard's support staff to replicate the issue. The Customer must also grant PixelBeard sufficient access to their systems for fault diagnosis.

8.3 The "Response Time" period, as defined in the statement of work, will begin once all requested material and information related to the fault have been provided to PixelBeard.

8.4 PixelBeard will use reasonable commercial efforts to communicate with the Customer by telephone, Service Desk, or email within the following targeted response times for faults reported during specified support hours. A "response" signifies PixelBeard's acknowledgment of a fault and does not guarantee a resolution.

8.5 PixelBeard will respond to and progress calls during Standard Working Hours.

8.6 Whenever possible, PixelBeard's response to a fault report will include an estimated resolution time. PixelBeard will keep the Customer informed of problem resolution progress.

8.7 All support will be provided through electronic or other communication methods. On-site support is not provided under this Agreement.

8.8 PixelBeard is not obligated to provide support for:

8.8.1 Problems arising from any software modifications or customisations not authorised in writing by PixelBeard. This includes, but is not limited to, changes to the logical or physical database schema, computer hardware configuration, and manual data changes within the database.

8.8.2 Any software other than the Software provided by PixelBeard.

8.8.3 Incorrect or unauthorised use of the Software, misuse of the Software, or operator error.

8.8.4 Any fault in the Specified Equipment or any other computer or network hardware.

8.8.5 Any programs or software used with the Software that were not supplied by PixelBeard.

8.8.6 Use of Software elements in combinations other than those specified in PixelBeard's operating instructions.

8.8.7 Use of the Software with computer hardware, operating systems, or other supporting software other than the Specified Equipment.

8.8.8 The Customer's failure to install and use any new software release within 30 days of receipt from PixelBeard.

8.9 Any time spent by PixelBeard investigating a fault under the circumstances described in clause 8.8 will be chargeable at PixelBeard's then-current rates. PixelBeard may invoice such charges at its discretion, and payment is due within seven days of the invoice date.

8.10 PixelBeard reserves the right to discontinue Support and Maintenance for any prior version of the Software if a superseding version has been made available to the Customer.

8.11 PixelBeard is not obligated to make modifications or provide support related to the Customer's computer hardware, operating system software, third-party software, or any data feeds or external data.

8.12 The Customer shall:

8.12.1 Operate the Software and maintain data and the database in accordance with all instructions issued by PixelBeard.

8.12.2 By arrangement, grant access to premises and/or systems at all times for support purposes.

8.12.3 Make hardware accessible to PixelBeard's support staff and, when required, enable logons or passwords with suitable access permissions for such staff.

8.12.4 Permit PixelBeard to install the current version of the Software from time to time when upgrades or fixes occur.

8.12.5 Provide notice of intent to change hardware, operating systems, or data feeds. If any of these changes significantly affect the Software, PixelBeard reserves the right to increase its charges.

8.13 The Customer must pay the Support Fee on or before the Support Commencement Date. No support services will be provided before the Support Fee has been paid in full.

8.14 The Customer will renew the support annually by paying the Support Fee to PixelBeard on or before the anniversary of the Support Commencement Date, unless 60 days' written notice of cancellation is provided to PixelBeard.

8.15 The support service may be cancelled at any time during the supported year, but no refund of the  Support Fee, or any part thereof, will be payable to the Customer.

8.16 PixelBeard may increase the Support Fee for any annual renewal of the support by providing at least 120 days' written notice to the Customer before the anniversary of support renewal.

9. Warranties

9.1 PixelBeard guarantees that the Software will largely meet the Specification as agreed in the statement of work. This warranty covers a 30-day period following launch, known as the Critical Care Period, and excludes minor interruptions and errors.

9.2 PixelBeard will not be liable under clause 9.1 if a failure to meet these warranties is caused by:

9.3 If PixelBeard receives written notice from the Customer during the Critical Care Period identifying a breach of the warranties set out in clause 9.1, or if PixelBeard otherwise becomes aware of such a breach during the same period, PixelBeard will promptly remedy the breach or failure. PixelBeard will have no liability or obligation under this warranty unless the Customer provides written notice of the defect or error within the Critical Care Period. Verbal notifications, informal communications, or notices submitted outside the Critical Care Period will not be considered valid for warranty claims.

10. Licence and Ownership

10.1 Upon full payment of the Price, PixelBeard transfers ownership of the Intellectual Property Rights in the Software to the Customer, unless otherwise agreed.

11. Proprietary Rights

11.1 Indemnification by PixelBeard

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PixelBeard agrees to indemnify the Customer against all costs, claims, and liabilities resulting from third-party intellectual property infringement claims. This indemnity is applicable only if the infringement arose from PixelBeard's knowing and deliberate actions, and without the Customer's prior knowledge. Accidental, inadvertent, or unknown infringements are specifically excluded from this indemnity.

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Customer's duties:

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11.2 Remedies for Infringement

If a court finds the Software infringes a third party's IP rights, PixelBeard must, at its own cost and promptly:

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11.3 Termination for Unavailability of Remedies

If PixelBeard reasonably thinks it cannot provide either of the remedies above, then:

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12. Charges and Expenses

12.1 The Customer will pay PixelBeard the Price for carrying out the Project. This will be invoiced in the proportions specified in the Specification and is subject to the terms of clause 13.

12.2 For any Additional Services, the Customer will pay PixelBeard the amounts invoiced, calculated using the Rates set out in the Specification. 

12.3 Should PixelBeard utilise a pre-existing platform, the Customer acknowledges that PixelBeard shall endeavour to provide an accurate upfront valuation of the contracted services. However, the Customer further acknowledges that unforeseen circumstances pertaining to the pre-existing platform may necessitate additional efforts, which may incur additional costs. In such an event, PixelBeard undertakes to promptly inform the Customer of any increased effort requirements and to present all reasonably available options.

12.4 Unless otherwise agreed in writing, the Customer shall reimburse PixelBeard for all reasonable and properly documented out-of-pocket expenses incurred by PixelBeard in the course of performing the Project. These may include, but are not limited to, travel, accommodation, and subsistence. Car mileage will be charged at 40 pence per mile. Expenses shall be invoiced separately and in addition to project fees. PixelBeard shall seek the Customer’s prior written approval for any individual expense exceeding £250.

13. Terms of Payment

13.1 Customers must pay PixelBeard invoices in Pounds Sterling within seven days of receipt, unless otherwise agreed in writing.

13.2 PixelBeard reserves the right to increase rates annually, starting from the Acceptance Date.

13.3 All stated monetary amounts in this Agreement exclude VAT, which the Customer must pay at the applicable rate upon submission of a valid tax invoice.

13.4 If any payment is over 14 days overdue, PixelBeard may charge daily interest on the arrears from the invoice date, as permitted by the Late Payment of Commercial Debts (Interest) Act 1998, without prejudice to any other rights.

14. Liability and Insurance

14.1 Throughout the term of this Agreement, PixelBeard shall maintain employer’s liability, public liability, and professional indemnity insurance with a minimum coverage of £1,000,000 per occurrence or series of related occurrences. This coverage shall relate specifically to liabilities arising out of or in connection with the services provided under this Agreement. Upon written request, PixelBeard shall provide the Customer with valid proof of such insurance. PixelBeard shall use reasonable commercial efforts to pursue claims under these insurance policies, provided such claims are within the scope of coverage.

14.2 PixelBeard shall indemnify the Customer only to the extent required by law for personal injury or death directly caused by the proven negligence of its employees in the course of providing services under this Agreement. This indemnity shall not extend to indirect, consequential, or incidental damages, nor to circumstances beyond PixelBeard’s reasonable control.

14.3 PixelBeard shall indemnify the Customer for direct physical damage to tangible property, where such damage is caused solely by the proven negligence of PixelBeard’s employees during the performance of services under this Agreement. PixelBeard’s total liability under this clause shall not exceed the lesser of:

a) £100,000 per event or series of connected events, or

b) The total amount paid by the Customer under this Agreement as of the date of the event giving rise to the claim.

14.4 Except for claims involving death or personal injury due to PixelBeard’s negligence, PixelBeard will not be liable for any damages resulting from the loss or corruption of data or information, loss of goods, use, profits, business, anticipated savings, goodwill, or similar losses. Furthermore, PixelBeard will not be liable for any damages that are an indirect or secondary consequence of any act or omission by PixelBeard, regardless of whether such damages were reasonably foreseeable or actually foreseen.

14.5 PixelBeard will not be liable for any damages resulting from the Misuse of the Software.

14.6 Excluding cases of personal injury, death, and damage to tangible property as mentioned above, PixelBeard’s maximum liability to the Customer under this Agreement or otherwise, for any cause whatsoever (for any cause whatsoever, including but not limited to the additional cost of remedial services), will be limited to direct costs and damages only. This liability will not exceed the greater of:

14.7 Both parties acknowledge and agree that the limitations outlined in this clause 14 are reasonable given all circumstances.

14.8 The Customer’s statutory rights as a consumer (if any) remain unaffected. All liability not explicitly assumed in this Agreement is excluded. These limitations apply regardless of the form of action, whether under statute, in contract or tort (including negligence), or any other form of action. For the purpose of this clause, “PixelBeard” includes its employees, sub-contractors, and suppliers, all of whom will benefit from the limits and exclusions of liability set out above under the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement will exclude or limit liability for fraudulent misrepresentation.

15. Termination

15.1 This Agreement will continue until the Project is completed, unless either party provides at least 90 days' prior written notice of termination, or if the Agreement is terminated according to the provisions of this clause 15 or any other clause in this Agreement.

15.2 Either party may terminate this Agreement immediately by providing written notice to the other party if:

The other party breaches any terms of this Agreement and, if the breach can be remedied, fails to do so within 30 days of receiving written notice to remedy the breach; or

The other party becomes subject to an administration order; a receiver, administrative receiver, or similar official is appointed over, or an encumbrancer takes possession of, any of the other party's property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease business, becomes insolvent, or is unable to pay its debts as they become due.

15.3 Immediately upon termination of this Agreement, PixelBeard must return to the Customer all materials, documentation, and Confidential Information belonging to the Customer, including all copies. Alternatively, if requested by the Customer, PixelBeard must destroy them and provide written certification of destruction to the Customer.

15.4 Any termination of the Licence or this Agreement, regardless of how it occurs, will not affect any accrued rights or liabilities of either party. It will also not affect the coming into force or continued force of any provision that is expressly or implicitly intended to come into or continue in force on or after such termination.

15.5 In the event of termination, PixelBeard will calculate a project completion percentage by comparing completed tasks with those on the project plan. The Customer will then pay PixelBeard the same percentage of the Price. PixelBeard will demonstrate completed tasks to the Customer by showing functionality or source code.

16. Confidentiality

16.1 During and after the term of this Agreement, both parties and their personnel shall treat as confidential, and shall not use or disclose to any third party, any Confidential Information belonging to the other party or its Customers, suppliers, or customers, except as necessary for the proper provision of the services required to fulfil the Project.

16.2 The provisions of clause 16.1 do not apply when Confidential Information is shared with:

16.3 Both parties commit to ensuring that all persons and bodies mentioned in clause 16.2 are informed, prior to disclosure, that the information is confidential and that they owe a duty of confidence to the other party.

16.4 Each party shall promptly inform the other if they become aware of any breach of confidence by any person to whom Confidential Information was disclosed, and shall provide all reasonable assistance in connection with any legal proceedings the other party may initiate against such person for breach of confidence.

16.5 The provisions of this clause shall remain in effect after the termination of this Agreement. However, the restrictions in clause 16.1 will no longer apply to any information that enters the public domain through means other than unauthorised disclosure.

16.6 Nothing in this clause 16 shall prevent PixelBeard from exploiting any inventions or software it develops during the term of this Agreement.

17. Non-Hiring of Personnel

17.1 Neither party shall directly or indirectly employ or offer employment to any employee of the other party for the duration of this Agreement and for a period of twelve months thereafter, without the express written permission of the other party. "Employ" includes engaging such a person as an employee, director, contractor, or sub-contractor, whether directly or indirectly, including through an employment agency or another company.

18. Data Protection

18.1 The parties shall comply with all applicable data protection laws and regulations, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation (together, “Data Protection Laws”).

18.2 Where PixelBeard processes personal data on behalf of the Customer, it shall act solely on the Customers written instructions and shall:

a) Only process such personal data as is necessary to perform its obligations under this Agreement;

b) Notify the Customer of the identity of any sub-processors and obtain the Customers prior written consent before engaging them;

c) Ensure that any transfers of personal data outside the UK or EEA comply with applicable Data Protection Laws, including implementing appropriate safeguards such as Standard Contractual Clauses where required;

d) Implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage;

e) Promptly assist the Customer in responding to data subject requests, including requests for access, rectification, restriction, erasure, or data portability, where applicable;

f) Notify the Customer within 24 hours of becoming aware of any personal data breach and, if requested, provide a full written report within 48 hours;

g) Maintain the confidentiality of personal data and ensure access is limited to authorised personnel or contractors under confidentiality obligations.

18.3 The Customer is responsible for ensuring that its instructions to PixelBeard and its use of the PixelBeard’s deliverables (including websites, software, and digital campaigns) comply with Data Protection Laws. PixelBeard accepts no liability for any infringement arising from the Customers misuse of deliverables or unlawful instructions.

19. Interpretation

19.1 In this Agreement, unless the context otherwise requires, the following rules of interpretation apply:

19.2 In the event of a conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.

20. Agency and Partnership

20.1 This Agreement creates a contractual relationship between the parties and does not imply or constitute any partnership, joint venture, agency, fiduciary, or other relationship.

20.2 This Agreement does not establish an employer-employee relationship between the Customer and PixelBeard or its personnel. The Customer may not require PixelBeard or its personnel to perform any work beyond the scope of this Agreement.

21. Amendments

This Agreement can only be released, discharged, supplemented, interpreted, amended, varied, or modified through a written instrument signed by a duly authorised officer or representative from each party.

22. Assignment

22.1 This Agreement and the rights, licenses, and obligations within it are personal to the parties. Neither party may assign this Agreement or any of its associated rights, licenses, or obligations without the other party's prior written approval, subject to clause 22.2 below.

22.2 Notwithstanding the above, either party may assign this Agreement to an entity that acquires all or substantially all of that party’s equity securities, assets, or business related to the subject matter of this Agreement. Assignment is also permitted to any entity that controls, is controlled by, or is under common control with a party to this Agreement. Any attempted assignment that violates this clause will be considered void and without effect.

23. Entire Agreement

This Agreement contains the complete understanding between the parties, superseding all previous agreements, arrangements, and undertakings related to its subject matter. However, any obligations from pre-existing non-disclosure agreements will remain fully effective, provided there is no conflict with this Agreement. The parties acknowledge that this Agreement has not been entered into based on any representations not explicitly included herein.

24. Force Majeure

Neither Party will be held responsible for any delay in meeting or failure to meet its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control. These causes include, but are not limited to, acts of God, war, riot, malicious acts of damage, fire, actions by any government authority, failure of the public electricity supply, strikes, lock-outs, or labor disputes or the apprehension thereof (regardless of whether the resolution of the matter is at the discretion of the Party in question).

25. Notices

25.1 All notices required by this Agreement must be in writing.

25.2 Notices will be considered validly delivered as follows:

In all cases, notices must be sent to the most recently provided address, email address, or facsimile number of the other party.

26. Schedules

The Schedules to this Agreement are an integral part of this Agreement and are to be interpreted as if fully included herein.

27. Severance

If any provision of this Agreement is found by a court to be unlawful, void, or unenforceable, it will be removed from the Agreement only to the extent necessary. This removal will not affect the remaining provisions of the Agreement, nor will it impact the overall validity or enforceability of the Agreement in any other circumstances.

28. Successors and Assignees

28.1 This agreement is binding on and benefits all Parties, their successors, and permitted assignees. Any reference to a Party in this Agreement includes their successors and permitted assignees.

28.2 In this Agreement, a Party also refers to any person who:

This includes, but is not limited to, any person to whom those rights (or any interest in those rights) are transferred as a result of a merger, division, reconstruction, or other reorganization involving that Party. For clarity, references to a Party's rights under this Agreement encompass any similar rights another person acquires due to a novation of this Agreement.

29. Waiver

Any delay, neglect, or forbearance by either party in enforcing any term or condition of this Agreement against the other party will not be considered a waiver, nor will it prejudice any right of that party under this Agreement. No right, power, or remedy conferred upon or reserved for either party in this Agreement is exclusive of any other right, power, or remedy available to that party.

30. Counterparts

This Agreement may be executed in multiple counterparts or duplicates, each of which will be considered an original. Together, these counterparts or duplicates will constitute a single, unified agreement.

31. Time of the Essence

Time is not of the essence in this Agreement unless expressly stated in writing for a specific deliverable or milestone.

32. Subcontracting

PixelBeard reserves the right to fulfill any or all of its obligations under this Agreement through the use of agents or subcontractors. However, PixelBeard will remain fully accountable for their performance and will indemnify the Customer against any loss or damage resulting from the actions or omissions of such agents or subcontractors.

33. Language

This Agreement is exclusively drafted in the English language. In the event of any discrepancy in meaning between the English version of this Agreement and any translated version, the English language version shall take precedence.

34. Costs and Expenses

Each party will be responsible for their own legal and other costs and expenses incurred during the drafting, negotiation, execution, and, if applicable, registration of this Agreement.

35. Set-Off

Should either party incur any liability to the other, whether under this Agreement or otherwise, and regardless of whether such liability is a fixed or unfixed amount, each party may deduct the amount of that liability from any sum that would otherwise be owed to the other party under this Agreement.

36. Third Parties

The parties intend that this Agreement does not grant any rights to third parties, subject to clause 14.8. Therefore, the Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement.

37. Dispute Resolution

Step 1: Written Notice to Initiate a Dispute

A formal dispute begins only when one party sends a written notice (not by email) to the other party.

This notice must clearly describe the issue or disagreement.

Such notice serves as the formal record of the existence and nature of the dispute.

Step 2: Initial Meeting Within Seven Days

Within seven calendar days after the dispute notice is received, representatives (usually managers or designated contacts) from both parties must meet.

The goal is to try to resolve the dispute amicably and quickly without escalating further.

Step 3: Senior-Level Meeting Within Next Seven Days

If the initial reps cannot resolve the issue, then within the next seven days, a director or partner from each party must meet.

These are higher-level decision-makers who have more authority to settle disputes.

Step 4: Mediation

If the dispute is not resolved within 30 days of the date on which one party notifies the other of the dispute in writing, the matter shall be referred to mediation in Liverpool, in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed, the mediation will be conducted in English and the mediator shall be nominated by agreement between the parties or, failing that, by CEDR.

If the dispute concerns technical issues about the software (e.g., how a feature works, performance, compliance with specs), the parties will appoint an independent expert.

If the parties cannot agree on an expert within 14 days of the request, they may ask the President of the British Computer Society to appoint one.

The expert’s role is to give a final and binding decision, but only as an expert, not as a judge or arbitrator.

The expert’s fees are shared equally unless they decide one party acted unreasonably, in which case that party pays all fees.

Minor clerical errors or obvious mistakes in the expert’s decision can be corrected, but the decision is otherwise final.

Step 5: Litigation in High Court of England (For Non-Technical or Unresolved Issues)

If the dispute is non-technical or remains unresolved after expert determination, the parties agree to submit the matter to the High Court of Justice in England.

Both parties consent to the exclusive jurisdiction of this court, meaning no other court can hear the dispute.

This is the final legal step, allowing formal litigation to resolve the issue.

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