How we work together.

The terms behind every project.

About these terms

These terms apply to every project and Adapt plan PIXEL SILO takes on. PIXEL SILO is the trading name of Luke Willson, a sole trader based in Cambridgeshire, United Kingdom. "We" and "us" means PIXEL SILO, and "you" means the business that hires us.

Before any work starts, we send a Proposal: the written scope, timeline, price and payment stages for that piece of work. The Proposal and these terms together make up the contract between us. If the two ever disagree, the Proposal wins.

We work with businesses, not consumers. Your own purchase order or standard terms don't form part of the contract unless we agree to them in writing.

Starting a project

A Proposal stays open for 30 days. The contract starts when you accept it in writing, by signing it or confirming by email, and we receive the first payment.

A change to these terms or to a Proposal only counts if we both agree it in writing. Email counts as writing throughout these terms.

The contract is based on what is written in the Proposal and these terms, and not on earlier conversations. Nothing here limits liability for fraud.

Scope, timeline and changes

The Proposal sets out what we will make and when we plan to make it. Dates are our best plan, and only become fixed deadlines where the Proposal says so.

The timeline depends on feedback and materials arriving when planned. If they arrive late, the schedule moves by at least the same amount, and we may need to fit the remaining work around other bookings.

Each stage includes the rounds of changes set out in the Proposal. If you ask for more rounds or for something new, we will price it before doing it, and go ahead only once you agree.

If a project goes quiet and we hear nothing for 60 days after asking for feedback or materials, we may treat the current stage as complete, invoice for it, and pick the work up later as a new booking.

We may change the tools or methods we use, as long as what you receive is not reduced.

What we need from you

To keep a project on schedule, you agree to:

• name one person who gives feedback and approvals for your business
• send the content, logins, brand files and information listed in the Proposal on time, and make sure they are accurate
• reply to requests for feedback within five working days, unless we agree otherwise
• make sure you have the right to let us use everything you send us, including text, photos, logos, fonts and data
• keep your own copies of anything you send us

You are responsible for the content of your site and its legal compliance, including your privacy policy, cookie policy and terms. We can advise on them and set them up, but they are yours to approve. If your business is regulated, your compliance team approves any regulated content before it goes live.

Price and payment

The Proposal gives one fixed price for the agreed scope, and the stages it is paid in. Most projects are paid 40% to start, 40% before development begins and 20% on completion, before handover. Smaller projects may be split into two payments of 50%.

Work outside the agreed scope is priced separately and agreed before it starts.

Some costs sit outside our price, such as fonts, stock imagery, plugins, hosting, platform plans and specialist rendering. The Proposal lists them. Where we can, they are set up in your name and billed to you directly. Where we buy something for you, we invoice it before we buy it.

We aren't registered for VAT, so our prices don't include it and we don't charge it. If we register, we will tell you in writing first, and VAT at the standard rate will be added to invoices dated after we register. Invoices are due within 14 days of the invoice date unless the Proposal says otherwise, and are paid in full, without any deduction or set off.

If an invoice is overdue, we may pause the work until it is paid. We may also charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, which is currently 8% a year above the Bank of England base rate.

Handover, launch and fixes

At handover we give you control of your site and its accounts, and the files listed in the Proposal. That includes the source files and exports needed to run, maintain and develop the site, such as code and editable design files. Working files that aren't needed to run the site, such as unused explorations, aren't included unless we agree otherwise. Raw 3D files are available on request.

Every build includes fixes, at no cost, for bugs reported in the first month after launch. A bug is something that doesn't work as the Proposal describes. New features and content changes are new work.

Tell us in writing as soon as you find a problem. If the work doesn't match what was agreed, we will fix or redo that part. If we can't, we will refund what you paid for it.

We aren't responsible for problems caused by changes others make after handover, by third party platforms, plugins or services, or by browser and device updates released after launch.

Who owns the work

Once you have paid in full, you own the final work we make for you: the designs, the code written for your project, and the imagery, animation and copy. The rights pass to you at that point. Until then, you can review drafts, but not publish or use them.

We keep ownership of our own tools, code libraries, templates, methods and know-how, including anything that existed before your project or that we reuse across projects. Where any of it is built into your site, you get a permanent, free licence to use it as part of the site.

Fonts, stock imagery, plugins and platforms stay with their owners and are used under their own licences. We will tell you which ones your project uses.

You keep ownership of everything you give us. You confirm you have the right to let us use it, and you will cover our costs if someone claims that using it infringes their rights.

Showing the work

Once your project is public, we may show it in our portfolio, case studies and social media, and name your business as a client. We won't publish anything before your launch, we will edit or remove it if you reasonably ask, and showing it doesn't suggest you endorse us. Award entries need your written agreement. If a project has to stay private, tell us and we will note it in the Proposal.

Confidentiality and data

We each keep the other's confidential information private and use it only for the project. That doesn't cover information that is already public, or that becomes public through no fault of the person holding it.

Where we handle personal data for you, such as form submissions or customer records in a CMS, you are the controller and we are the processor. We will:

• only use it on your written instructions
• keep it secure, and make sure anyone who can see it is bound by confidentiality
• use other providers, such as hosting, only where needed, and tell you who they are
• help you answer requests from the people the data is about, and tell you without delay about any breach
• delete or return it when the work ends, unless the law requires us to keep it

We keep project files, emails and records for as long as we reasonably need them for business, legal and accounting purposes. Our privacy policy explains how we handle your information.

Liability

We carry out the work with reasonable skill and care.

Our total liability under a contract is limited to the total price in its Proposal. For Adapt, it is limited to the fees paid in the 12 months before the claim.

Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn't allow to be limited. Other terms that the law would otherwise imply are excluded as far as the law allows.

Ending a contract

You can end a project at any time by telling us in writing. You pay for the work done up to that point and any costs we have already committed to. The first payment holds time in our schedule, so it isn't refunded once work has started.

We can end a project with 30 days' notice in writing. If we do, we only invoice for the work completed, and hand it over once that invoice is paid.

Either of us can end a contract straight away if the other seriously breaches it and doesn't put it right within 14 days of being asked, or becomes insolvent. An invoice still unpaid 30 days after its due date counts as a serious breach.

When a contract ends, any unpaid invoices become due and you own the work you have paid for. The parts of these terms meant to continue, such as ownership, confidentiality and liability, keep applying.

Adapt

Adapt plans run on these terms together with the plan we agree with you, which sets out the studio time each month, what it covers and any minimum term.

Adapt is paid monthly in advance. The time is held in our schedule for you, so time you don't use doesn't roll over.

After any minimum term, the plan runs month to month. You can stop it at any time, and the months already paid are honoured.

If a month's requests need more time than the plan allows, we will tell you before we reach the limit, and you decide whether to move the work to the next month or agree extra time.

Events outside our control

Neither of us is liable for a delay or failure caused by events outside our reasonable control, such as fire, flood, a pandemic, a major outage at a platform provider or action by a government. If it lasts more than 30 days, either of us can end the contract in writing, and you pay for the work done up to then.

Who does the work

We may bring in trusted specialists for parts of a project. If we do, we stay responsible for their work. Neither of us can transfer the contract to someone else without the other's written agreement, except that we may transfer it to a company set up to run PIXEL SILO.

Notices

Formal notices, such as ending a contract or making a claim, are sent by email: to us at luke@pixelsilo.net, and to you at the address in the Proposal. An email sent before 4pm on a working day counts as received that day. Otherwise it counts as received on the next working day.

General

The Proposal and these terms are the whole agreement between us about the work, and replace anything discussed before it.

If a court finds part of these terms invalid, the rest still applies. If either of us is slow to enforce a right, that right hasn't been given up.

The contract doesn't make us partners, and neither of us can act on the other's behalf. Nobody else has rights under it.

We may update these terms. A project runs on the version in place when you accepted its Proposal, and changes only apply to Proposals accepted after them.

If a disagreement comes up, we will both try to settle it by talking first. The contract is governed by the law of England and Wales, and the courts of England and Wales deal with any dispute.

Questions

Questions about these terms go to Luke at luke@pixelsilo.net.