Pixel Flava Terms & Conditions

1. Acceptance of Terms
By accepting Pixel Flava (PF) Terms of Service (TOS) electronically or in writing, and/or by using PF Services, including but not limited to submission of content to our design department, payment or authorization of payment or sale, you (Client) agree to be bound by the following terms and conditions. You also agree that your electronic acceptance of these TOS shall have the same force and effect as if you had agreed to these TOS in writing.

2. FEES

2.1 - Fee Payable
A payment of 30% of the total fee payable under the contract is due immediately upon the client signing the project off. The fee quoted in the contract does not include the cost of any additional services which are offered as add-ons after the purchase of Myspace Design services.

2.2 – Final Payment  
Once the Myspace Design has been completed on “Test Page” the final payment of 70% of the total fee payable will be required immediately. Pixel Flava reserves the right to not hand over the source code of the work until the said total fee has been paid in full.

2.3 - Maintenance Fees
Maintenance, if needed in the contact, will require a minimum payment of £5.00 payable with immediate effect when updating is necessary.

3. DISCLAIMERS

3.1 - Third Parties
PF can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, PF has no affiliation with Myspace.com and as such has no control over any downtime of the clients Myspace Profile that may occur.

3.2 - Maintenance and Correction of Errors
PF takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Myspace Profile after the Work has been completed. Errors (both technical and typographical) attributable to PF will be corrected free of charge, but PF reserves the right to charge a reasonable fee for correction of errors for which PF is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to PF by the Client.

3.3 - Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality.

3.4 - Consequential Loss
Under no circumstances will PF be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.

3.5 - Status and Duration of Offers
PF are not bound to honor offers that have expired. Offers are not legally binding until the client has paid 100% of the total cost.

3.6 - Future Updates
PF makes every effort to design pages which display acceptably in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after pages have been designed nor do PF guarantee that their designs will display accurately if Myspace.com updates their coding.

4. COMPLETION OF WORK AND PAYMENT

4.1 - Completion of Work
PF warrants completing the work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. PF will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. PF will not undertake changes to the specifications of the Work which would increase the cost, without authorization from the Client.

4.2 - Supply of Materials
The Client is to supply all materials and information required for PF complete the work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, PF has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount.

4.3 - Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify PF, via email, of any unsatisfactory points within 14 days of receipt of such notification. Any of the Work which has not been reported via email to PF as unsatisfactory within the 14 day review period will be deemed to have been approved.

4.4 - Rejected Work
If the Client rejects the Work within the 14 day review period, or will not approve subsequent Work performed by PF to remedy any points reported by the Client as unsatisfactory, and PF considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired.

4.5 - Remedies for Overdue Payment
If payment has not been received by the due date, PF has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received.

4.6 - Delivery of Client Materials/Project Sign Off Materials
Due to the nature of website design all clients are required to send us data and instructions electronically. Our packages do not include personal client meetings.
PF is a Website-related business and transacts with is Clients electronically. When you accept this TOS you consent to receive electronically from PF any notices, agreements, disclosures, or other communications (Notices).
You agree that PF can send you electronic Notices in either of the following ways. 1) To the e-mail address you provided to PF at the time of sale or 2) to the new e-mail address account you set up through PF.
You agree to check your designated e-mail addresses regularly for Notices. Notice from PF is effective when sent by PF, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery.

5. INTELLECTUAL PROPERTY

5.1 - Offers and Proposals
Offers and proposals made by PF to potential clients should be treated as trade secrets and remain the property of PF. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from PF. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.

5.2 - Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to PF for inclusion on the Website. The conclusion of a contract between PF and the Client shall be regarded as a guarantee by the Client to PF that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of PF and indemnifies the same from any claims or legal actions however related to the content of the Client's site.

5.3 - Licensing
Once PF has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a license to use the Website and its contents.

5.4 - Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which PF or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from PF. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which PF or their suppliers owns the copyright. PF acknowledges the intellectual property rights of the Client. Information passed in written form to PF, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.

6. RIGHTS AND RESPONSIBILITIES

6.1 - Right to Terminate
PF reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.

6.2 - Testimonials
Client herby gives permission to PF to use samples or links to Client's custom Myspace designed by PF for marketing and advertising purposes, including use in our online client portfolio.

6.3 - Events Beyond the Control of SKYWEB STUDIOS
PF shall be under no liability if it is prevented from or is unable to perform any obligations owed by it to the Client for any reason beyond its control including (without prejudice to the generality of the foregoing) Act of God, legislation, executive action, war, fire, flood, drought, breakdown or any other failure of all or part of its equipment, failure of power supply, lock out, strike or other action taken by employees in furtherance of any dispute or owing to any inability to procure materials or labour required for the performance of such obligations.

6.4 - Supply and Pricing of Services
PF reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.

6.5 - Sub-Contracting of Services
PF shall be at liberty to sub-contract the work described in the work either in whole or in part to any person, firm or company it shall think fit without notice thereof to the Customer.

7. INTERPRETATION

7.1 - Jurisdiction
This Agreement shall be governed by the laws of the United Kingdom which shall claim venue and jurisdiction for any legal action or claim arising from the contract between PF and the Client. The said contract is void where prohibited by law.

7.2 - Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

7.3 - Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued. Standard Terms and Conditions v1 1st May 2010.

Pixel Flava is not affiliated or endorsed by MySpace.com in any way. MySpace is a Registered Trademark of News Corp. We are not associated with MySpace.com or News Corp. in any way, shape, or form.