Terms & Conditions

1. Application

1.1. These terms and conditions together with the engagement letter to which they are attached
(“Engagement Letter”) shall form a binding contract between the Client named on the Engagement
Letter (the “Client”) and BluePixle (“BluePixle”) and
shall constitute the entire agreement between Client and BluePixle.

1.2. These terms and conditions shall apply to any trading agreement or other contract or
arrangement between the Client and BluePixle.

1.3. These terms and conditions apply to the exclusion of all other terms or conditions of
contract the Client may propose and shall not be varied or amended unless agreed in writing and
signed by BluePixle.

2. Commencement and Scope of Engagement

2.1. In consideration of the payment by the Client to BluePixle of the
fees as set out in the Engagement Letter (the “Fees”), BluePixle agrees to
provide to the Client the goods and services described in the Engagement Letter (the “Works”) in
accordance with the Engagement Letter, with reasonable and due care in accordance with and
subject to these terms and conditions. The Works shall unless terminated in accordance with clause
11, be provided by BluePixle for the period set out in the Engagement Letter
(the “Engagement”).

2.2. This Agreement shall not give rise to any exclusive relationship and nothing in this
Agreement shall prevent PBluePixle acting for or providing the same or similar
works to the Works to any existing or prospective third party.

2.3. The Works provided by BluePixle shall be for the use and benefit of
the Client and may not be supplied or passed on to any person without the approval of BluePixle
. BluePixle duty of care is to the Client, not to any third
party, unless agreed BluePixle has agreed in writing to accept a duty to the
third party. The Client may only rely upon the Works provided by BluePixle for
the purposes which such goods and services are provided.

2.4. It is agreed and understood that any activities undertaken by the Client (or by any third
party on its behalf) which is in relation to or similar to the Works, including without limitation any
modification of the Works, modification or changes to the Client’s web site, or the use of or
inclusion of any third party product or service which might relate to the Works shall interfere with
the provision of the Works by BluePixle and shall affect the results, outcomes
and positions in search engines. All such activities should be discussed with BluePixle
prior to implementation and the Client shall not implement the same without the prior
written consent of BluePixle.

3. Duties and Responsibilities of the Client

3.1. The Client shall at all times during the Engagement co-operate with and act in good faith
towards BluePixle and shall, on request, undertake such acts and provide such
source materials (including those listed in the Engagement Letter) (collectively referred to as the
“Materials”) as BluePixle require to incorporate into the Works, or as BluePixle
require to carry out its obligations under the Engagement Letter and

3.2. In the event that the Client does not undertake those acts or provide those Materials required
under clause 3.1 above within a reasonable time (and at least within 30 days) of being requested to
do so, including without limitation carrying out any changes, modifications or optimisations to
Client’s website or other Materials as requested, recommended or required by BluePixle, BluePixle shall be entitled to invoice for the remaining works as if Client had done so whether such are provided or not.

3.3. During the provision of the Works by BluePixle to the Client, the Client
shall not:

  • 3.3.1. Employ the services of any Search Engine Optimisation or Pay Per Click Company other
    than BluePixle to work on their website promotion;
  • 3.3.2. Employ the services of any Submission Company other than BluePixle
    for the provision of their Search Engine Optimisation services;
  • 3.3.3. Create any duplicate sites, duplicate content or pages, redirects or doorway pages to
    their website;

3.3.4. Request or exchange links with any link farms or undertake any spamming techniques
which may harm the web site’s search engine ranking with Google.

3.4. The Client shall grant the authority to submit the web site pages being promoted to
search engines, directories and other web sites. The Client shall provide BluePixle
with log-in information (FTP username and password) to allow us to gain access to the Client

3.5. The Client shall be responsible for informing as required by their webmaster or anyone
else who has access to their web site, that BluePixle are performing Search
Engine Optimisation or Pay Per Click services on their site.

3.6. The Client shall inform BluePixle of any change or changes made to
their website throughout your Search Engine Optimisation or Pay Per Click campaign within 24 hours
of such change or changes being implemented.

3.7 The Client shall inform BluePixle within 24 hours of work
commencing if any other person or agency apart from BluePixle is working on
or making changes or a change to the pay per click, Search Engine Optimization or any other aspect
of digital marketing.

3.8 The Client shall inform BluePixle within 24 hours of work
commencing if any other person or agency apart from BluePixle makes a
change or changes to your website/websites.

3.9 The Client shall grant the authority to connect accounts, including pay per click accounts and
Analytics accounts to 3rd party tools/services for the purpose of administering the accounts,
reporting and improving performance through bid management for example.

4. Fees and Invoicing

4.1. BluePixle does not offer credit terms. BluePixle
shall issue invoices on a monthly basis for all Works provided to the Client in a particular calendar
month. Invoices will be issued upon completion of the Works for that calendar month or at the end
of the Engagement if sooner. The Client shall raise any query and/or concern it may have in relation
to any invoice within 7 days of the date of the invoice. Any queries and/or concerns raised after this
7 day period shall be null and void and the invoice shall be payable in full without deduction or setoff.

4.2. Notwithstanding the period set out in clause 4.1 of 7 days of date of issue of a invoice to raise
any queries or concerns in relation to an invoice, all invoices are to be settled in favour of BluePixle
without deduction or set-off within 14 days of the date of the invoice
unless specified otherwise in the Engagement Letter.

4.3. In the event of non-payment of any invoice BluePixle shall be entitled to
withhold or suspend the provision of further Works until such time as it receives payment of the
invoice or other payments due. In addition BluePixle shall be entitled to
retract the Works provided to the Client and invoiced for under any unpaid invoice until such time
as it receives payment of that invoice.

4.4. In addition to the remedies for late payment of invoices set out in clause 4.3 hereof, BluePixle
shall be entitled to charge statutory interest at the rate of 8% above the
Bank of England reference rate in force on the date the invoice becomes overdue for payment and
any subsequent rate where the reference rate changes and the invoice remains unpaid in
accordance with the Late Payment of Commercial Debts (Interest) Act 1988 as amended and
supplemented by the Late Payment of Commercial Debts Regulations 2002 and shall be entitled to
such reasonable costs as it incurs in the collection of such overdue payments.

4.5. BluePixle may charge additional fees in accordance with its then
prevailing rates:

  • 4.5.1. in the event of delays or additional works caused or required by Client including its
    failure to provide BluePixle with such information, Materials,
    instructions, media or approvals, as are reasonably required for the supply of the Works,
    properly and/or on time in accordance with clause 3.1 of these terms and conditions or
  • 4.5.2. in the event of changes to the cost of labor, materials, services and other
    circumstances outside of BluePixle reasonable control;
  • 4.5.3. in the event that Client requires the supply of Works, goods and services in addition to those described in the Engagement Letter or any variations to the Works. If Client requires any change or alteration to the Works (“Change”), BluePixle and Client shall, prior to such change being effective or implemented, agree:
    • the nature of the Change;
    • the procedures for implementation of such Change;
    • and the variation to the Fees.
  • until any Change is formally agreed between Client and BluePixle, BluePixle will continue to perform and be paid for the Works as if the Change had not been proposed.
  • 4.5.4. All and any Changes to the Works shall be reflected and accompanied by appropriate amendments to the Engagement Letter and Fees.

5. Liability for Third Party Fees

5.1. In the event that the Works include Pay Per Click or other search engine placement
services which require payments to third parties and are agreed with the Client prior to their
implementation, the Client shall provide BluePixlewith funds on account for
any out of pocket expenses incurred by it in supplying the same.

5.2. In addition and as supplemental to clause 5.1 of these terms and conditions the Client
shall during the Engagement retain ownership of their AdWords and/or other Pay Per Click accounts
and shall be liable for any fees due to third parties for those accounts during the Engagement.

6. Confidentiality

6.1. The Client undertakes that it will keep secret and confidential the terms of the Engagement
Letter and any information supplied by BluePixle in connection with the
Engagement Letter or the business of BluePixle and the Works and shall not
disclose or make available such information or part thereof to any third party (except to its own
employees and advisers and then only on a need to know basis) without the prior written consent of
BluePixle PROVIDED THAT this Clause shall not extend to information which
was and can be shown to be rightfully in the possession of the Client prior to the issuance of the
Engagement Letter or which is in the public domain (other than as a result of a breach of this Clause).

6.2. The Client undertakes to BluePixle to indemnify and hold
harmless BluePixle in full and defend at its own expense BluePixle
against all costs, damages and losses incurred by BluePixle
arising out of its use of the Materials or breach by the Client of clause 6 of these terms and

6.3. The Client shall not modify, adapt or translate the Works except with the prior written
consent of BluePixle or as otherwise permitted by law where all modifications,
adaptations, translations shall belong to and vest in BluePixle unless otherwise
agreed and specified in writing in the Engagement Letter.

6.4. BluePixle warrants that it will use reasonable efforts to ensure that
the Works do not infringe the copyright of any third party.

6.5. BluePixle shall not divulge details of the Client to any other existing or
potential client.

7. Liability

7.1. BluePixle does not guarantee any specific result on any search
engine, nor any increased level of traffic or sales as a result of the Search Engine Optimisation and/or
Link Building and/or Pay Per Click campaign. Site rankings change frequently as a result of regular
changes in the algorithms used by search engines to rank sites, and other factors. The Client agrees
that the work done by BluePixle is in real time and will be affected by these and
other factors.

7.2. The Client shall inspect the Works regularly and shall inform BluePixle
immediately if it wishes to contend that any part of the Works do not comply with the Engagement
Letter or are defective in material and workmanship.

7.3. If the Works do not comply with the Engagement Letter or are defective in material or
workmanship, BluePixle liability shall be limited to taking such practical steps
to correct such defects as are possible within a reasonable time. Such reasonable time shall
commence upon receipt of written notice from the Client of the alleged defective Works. Such
remedial action shall be limited to no greater amount of work or key strokes than that carried out to
do the work initially. The Client recognizes that material put up on the web is not in practice always
within the control of the author after initial dissemination and that BluePixle
cannot be responsible for material, once released, residing on third party sites. BluePixle
shall not be liable for any indirect, consequential losses or special losses and shall
not be liable for any loss of turnover, sales, revenue or profits or for the loss of software or data. In
addition BluePixle shall not be liable for:

7.3.1. any loss or damage caused by it being given access to the Client’s computer systems
(which shall only be required where necessary) including without limitation any remote servers
to which it has access or stores data or any unauthorized access to or use of the same including
without limitation for any misuse of any passwords, logins or accounts of the Client;

7.3.2. any interference in or modification of the Works or the Client’s web site by the Client
or any third party or the consequences thereof, remedy of which shall be as a Change;

7.3.3. loss of service, unavailability of files, damage of data, misuse of equipment by third
parties, failure of any externally managed equipment or Communications devices or other
services deemed to be beyond the control of Bluepixle;

7.3.4. Loss of reputation of the Client online or offline.

7.3.5. penalization or lower rankings resulting from SEO or link building activity carried out
by other agencies, individuals or yourselves prior to our Engagement.

7.3.6. penalization or lower rankings resulting from SEO or link building activity carried out
by other agencies, individuals or yourselves during our Engagement.

7.3.7. poor performance or any issues resulting from pay per click or other digital
marketing activity carried out by other agencies, individuals or yourselves during our

7.4. When instructions or advice are given or received orally by BluePixle, it
shall have no liability to Client for any misunderstanding or misrepresentation which may arise in
relation thereto except in relation to fraudulent misrepresentations.

7.5. BluePixle Kicks Ltd shall have no liability to Client in respect of the Materials.
On completion of the Works the Client agrees to collect the Materials within 2 months of completion
of the Works, failing which, BluePixle may dispose of them on giving the Client
14 days notice.

7.6. BluePixle shall not be responsible for any activity that the Client has
put in place or wants to put in place that is against Google AdWords policies or other Pay Per Click
platform policies.

7.7. BluePixle will not be liable in any amount for failure to perform any
obligation under the Engagement Letter and/or these terms and conditions if such failure is caused
by the occurrence of any unforeseen contingency beyond the reasonable control of Pixel Kicks Ltd
including without limitation Internet outages, communications outages, fire,
flood, war or act of God.

7.8. Save as provided for in clauses 7.1 to 7.6 of these terms and conditions, Blue

shall have no liability to the Client whatsoever in relation to the Works and gives
no warranty and makes no representation as to whether the Works contain or are free from racist,
defamatory, sexually explicit, inflammatory, obscene or other legally restricted material and explicitly
excludes all and any liability in relation thereto.

7.9 By entering into this agreement, the Client agrees to limit the claims which it makes, to
claims against BluePixle. The Client agrees that it will not make any claims
against any individuals related to BluePixle, however arising, and whether
against an employee, consultant or member personally, in respect of losses which the Client may
suffer directly or indirectly or which it may incur arising from the services. This does not prevent
BluePixle being responsible to the Client for the acts or omissions of such
persons, where it has such responsibility regardless of this clause. The individuals related to BluePixle
(whether employees consultants or members) will be entitled to the
benefit of the provisions of this Clause 7.9.

8. Legislation

8.1. The Client shall comply with all applicable rules, regulations, codes of practice and laws
relating to its use of the Works including without limitation its obligations under the Data Protection
Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and E-commerce
Directive and equivalent legislation.

8.2. The Client shall guarantee throughout the Engagement that the material included in the
web site:

  • 8.2.1. Is not in breach of the Intellectual Property rights of any third party;
  • 8.2.2. Is not obscene within the definition of the Obscene Publications Act 1959 or any
    other relevant provision or statute;
  • 8.2.3. Is not in breach of any code or provision of statute or common law or otherwise in
    force from time to time in relation to Advertising of Goods or Services;
  • 8.2.4. Contains no element of corporative advertising which is in breach of the Control of
    Misleading Advertisements (Amendment) Regulations 2000;
  • 8.2.5. Is not in breach of the Defamation Act 1996 or any other relevant provision or
  • 8.2.6. Does not contain any misleading price comparison in breach of Consumer Protection Act.

9. Third Party Materials

9.1. BluePixle gives no warranty, representation or undertaking in
relation to any third party materials or works.

9.2. Prior to any selection, use or reproduction by the Client of Works, BluePixle
shall use reasonable efforts to, on reasonable request, provide the Client with copies and
evidence of such rights, clearances, permissions and licenses as shall be necessary for the use of the
Works by the Client.

10. Risk and Title

10.1. Risk in any reports or information delivered to the Client will pass to the Client on dispatch
and until payment in full has been received in cleared funds by BluePixle in
respect of the Works, title in any physical products delivered to the Client shall remain with BluePixle

10.2. The Client shall take out such insurance as shall be prudent against all risks usually
incurred in respect of the Work whilst in its possession or control.

11. Termination

11.1. Subject to the provisions of clause 4 of these terms and conditions, BluePixle
shall be entitled to immediately restrict, suspend or terminate the Engagement in
the event of the Client’s material breach of any of these terms and conditions and/or breach of the
Engagement Letter.

11.2. In addition to clause 11.1 of these terms and conditions, BluePixle
reserve the right to terminate the Engagement with immediate effect if it believes the Client’s
Materials or Web Site to be obscene, unfair or untrue. The discretion of BluePixle in this respect will be absolute.

11.3. The Client may not unilaterally terminate this Engagement except for material breach
by BluePixle of the Engagement Letter and/or these terms and conditions. In
the event of such a material breach the Client shall remain liable for payment of the Fees without
deduction or set-off up to the time of such material breach.

11.4. Notwithstanding the provisions set out in clauses 11.1 to 11.3 BluePixle
and/or the Client may terminate the Engagement by 30 days notice in writing to the other
party (the “30 day notice period”). The Client shall be liable for payment of all outstanding fees and
interest accrued under clause 4.4 of these terms and conditions together with all fees incurred in the
30 day notice period without deduction or set-off.

11.5. Either party may provide written notice to the other to terminate this agreement with
immediate effect if one of the following events occurs:

11.5.1. Either party goes into liquidation or makes any arrangement or composition with its
creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency
Act 1986;
11.5.2. Either party’s ability to carry out its obligations under this agreement is prevented or
substantially interfered with for any reason for a period in excess of three months (whether or
not within the control of such party) including without limitation by reason of any regular law
decree or any act of state or any other action of a government.

12. General

12.1. Nothing in the Engagement Letter or these terms and conditions shall be deemed to
constitute a partnership or agency relationship between the Client and Pixel Kicks Ltd
and neither the Client nor BluePixle shall do or suffer to be done
anything whereby it may be represented as a partner or agent of the other party.

12.2. If any part of the Engagement Letter or these terms and conditions become
unenforceable, such part will at BluePixle option be construed as far as
possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force
and effect.

12.3. No forbearance, delay or indulgence by Pixel Kicks Ltd in enforcing the
provisions of these terms and conditions or the Engagement Letter shall prejudice or restrict the
rights of  BluePixle nor shall any waiver of rights operate as a waiver of any
subsequent breach the Engagement Letter and/or these terms and conditions.

12.4. The Client shall not assign the benefit or burden of these terms and conditions or the
Engagement Letter without the prior written consent of BluePixle .

13. Law

13.1. These terms and conditions and the Engagement Letter are governed by English Law and
any dispute, difference or claim arising under and /or out of these terms and conditions and/or the
Engagement Letter are to be referred to the exclusive jurisdiction of the English courts.