Terms of Service.

1. About These Terms

These Terms of Service ("Terms") govern the relationship between PixelBay Agency ("we", "us", "our") and the business ("you", "the client") that engages us for services or buys our products.

Our services are for businesses, sole traders and organisations, not for personal or household use. Because every agreement is a business agreement, the consumer cooling-off period does not apply.

By engaging PixelBay Agency - whether through a signed agreement, verbal instruction, email confirmation or payment - you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not engage our services.

PixelBay Agency is a trading name operated by Eric Grant, based in Yorkshire, United Kingdom. All services are provided from the United Kingdom.

2. Our Services

PixelBay Agency provides the following services, each subject to these Terms and any specific terms agreed at the time of engagement:

• Pay Monthly Websites - Design, build and ongoing management of websites on a monthly subscription basis.
• Custom Build - Bespoke website and web application design and development, quoted and agreed per project.
• Site Rescue - Recovery, repair and takeover of existing websites that are broken, hacked or otherwise in need of urgent attention.
• eCommerce - Design, build and management of online shops and product catalogues.
• Custom Apps & Software - Bespoke web-based tools, internal systems and integrations built to client specification.
• Managed Hosting & Care (PixelCare) - UK hosting, maintenance, updates, security and support on a monthly plan with no minimum term. Included in Pay Monthly, and available on its own for other websites.
• Hosting & Domain Management - UK-based managed web hosting and domain management services.
• PixelBay Products - Software tools including PixelSEO, PixelBot, PixelKit and PixelZip, each subject to their own product-specific terms where applicable.
• PixelCRM - Our CRM for small businesses, available at pixelcrm.uk, for managing enquiries, clients, bookings, quotes and invoices.
• PixelShop (pixelshop.uk) - Our own eCommerce platform, used to build and run online shops for our clients.

We reserve the right to decline any project or engagement at our sole discretion, without obligation to provide a reason.

3. Pay Monthly Websites

Our Pay Monthly service provides clients with a professionally designed and built website in exchange for a fixed recurring monthly fee. The following terms apply specifically to this service.

3.1 What's Included

Your monthly fee covers the services agreed at the time of sign-up, which typically include website design and build, UK-based managed hosting, SSL certificate, daily backups, security monitoring, software, platform and plugin updates, and a monthly allocation of content updates. The specific inclusions are confirmed in writing before work commences.

3.2 Billing & Payment

Pay Monthly fees are billed one calendar month in advance. For example, a January invoice covers the period 1st to 31st January and is due for payment before the 1st of that month. Payment is due on the date shown on the invoice. Failure to pay within 14 days of the due date may result in suspension of services.

Your monthly fee starts on the 1st of the month after your website launches, so you never pay monthly while it's being built. We ask you to set up a standing order so it arrives before the 1st of each month, and we still send an invoice each month for your records. Any setup fee is due as set out in your quote and agreement.

All payments are made by bank transfer to PixelBay Agency. Bank details are provided on each invoice. We do not accept payment by any other method unless specifically agreed in writing.

3.3 No Minimum Term

Pay Monthly plans have no minimum term. Either party may cancel at any time by giving 30 days' written notice, as set out in section 7.

3.4 Setup Fees

Most Pay Monthly websites have little or nothing to pay upfront. Larger builds, such as online shops or moving an existing site onto our platform, may have a one-off setup fee. Any setup fee, and when it is due, is agreed in writing before work commences.

3.5 Licence

Pay Monthly websites are licensed to you for as long as your plan is active. The website is built and hosted on PixelBay Agency infrastructure. Whilst your content, copy, images, data, brand assets and domain remain yours at all times, the website itself - including its design, code and structure - is the property of PixelBay Agency.

We carry the time and cost of building your website so that you don't have to pay for it upfront. That is why the website is licensed rather than sold. It never becomes yours by staying on the plan. If you want to own your website, choose a Custom Build (section 4) instead.

3.6 Keeping Your Website

We will always give you your content and data, and we will never hold them hostage. Keeping the website itself when you leave is by agreement with us, so please talk to us before making plans.

• Websites built on a third-party theme or platform, such as a WordPress theme, can go with you as they are, at no charge.
• Our own custom-built websites may be released to you at our discretion, free or for a charge agreed at the time.
• If we end the arrangement, we may hand your website over at no charge.

A website that moves away from us comes as it is, without our updates or support, and features that rely on our systems may not work. Our own products, such as PixelSEO and PixelBot, are not included unless licensed separately. Our reusable code within it remains ours, as set out in section 9.

4. Custom Build Projects

Custom build projects are individually scoped, quoted and agreed in writing before work commences. The following general terms apply to all custom build engagements.

4.1 Scope & Agreement

Work will only commence once a written scope of work has been agreed between both parties. Any work outside the agreed scope will be subject to a separate quote and, if agreed, charged accordingly. We reserve the right to charge ad hoc fees for work that falls outside the original brief, and will always advise you of any additional charges before proceeding.

4.2 Payment Schedule

Custom builds are paid either in full when your website or application launches, or in stages, as set out in your quote and agreement. For larger projects, stages are usually tied to milestones, and the first stage may be due when you sign.

4.3 Client Responsibilities

Timely provision of content, assets, feedback and approvals is essential to keeping a project on schedule. Delays caused by the client - including late delivery of content, failure to provide feedback, or repeated changes to the agreed brief - may result in revised timelines and, where significant, additional charges. We will always communicate clearly if a project is at risk of delay due to client-side factors.

4.4 Ownership on Completion

Once all invoices for a custom build are paid in full, the completed website or application is yours. You can keep it, host it wherever you like and have anyone work on it, with no further fees to us. Your design, content and data are yours outright.

Every build also includes our own reusable code, such as our shop platform, admin systems, calculators, modules and code libraries. These remain the property of PixelBay Agency, and you receive a permanent licence to use them as part of your website or application, for your own business, as set out in section 9. We may display the work in our portfolio unless otherwise agreed in writing.

4.5 Ongoing Management

Where a custom build is followed by a monthly fee for hosting, management or support, that service has no minimum term and either party may end it with 30 days' written notice. Ending it does not affect your ownership of the website.

5. Payments & Billing

5.1 Payment Method

All payments to PixelBay Agency are made by bank transfer. Our bank details are provided on every invoice:

Account Name

PixelBay Agency

Sort Code

04-00-03

Account No

35611636

Bank

Monzo Bank Ltd

Please always use your invoice reference number when making payment. We do not accept card payments, cheques or cash unless specifically agreed in advance.

5.2 Late Payment

Invoices are due for payment by the date shown. We understand that sometimes things happen - if you anticipate a late payment, please let us know in advance. Where payment is overdue without communication, we reserve the right to: suspend services, apply a late payment fee in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and recover reasonable debt collection costs.

5.3 Ad Hoc Charges

We reserve the right to charge for work that falls outside the agreed scope of any service, including Pay Monthly. This includes - but is not limited to - significant content changes, new page builds, design overhauls, emergency support outside business hours, and work requested with unreasonable urgency. We will always advise you of additional charges before proceeding.

5.4 VAT

PixelBay Agency is not currently VAT registered. No VAT is charged on our quotes or invoices. Should our VAT registration status change, we will notify clients in advance and update invoicing accordingly.

5.5 Quotes

Our quotes are valid for 30 days unless the quote says otherwise, and the price is fixed for that time. Each quote comes with a private link where you can read it and accept it online. The link works until the quote's valid-until date. After that, just ask and we'll happily update it.

5.6 Accepting and Signing Online

Accepting a quote tells us you'd like to go ahead. It isn't the final agreement. We then send you a private project page with your Service Agreement to read and sign. You sign by ticking each section and typing your name, which is a legally valid electronic signature. We keep a record of the signing (your name, email, the time, IP address and device) and a fingerprint of the exact agreement, and email you a PDF copy. Your project page is opened with a one-time code sent to your email.

6. Hosting & Uptime

Where PixelBay Agency provides hosting services, the following terms apply.

6.1 UK Infrastructure

All websites hosted by PixelBay Agency are stored on UK-based server infrastructure. We do not host client data outside the United Kingdom without explicit written consent. Our hosting infrastructure is maintained by reputable UK hosting providers, though we do not publicly disclose specific provider names for security reasons.

6.2 Uptime

We target and expect 99.9% uptime across our hosting infrastructure. Planned maintenance is scheduled outside business hours wherever possible and communicated in advance. Unplanned outages are addressed as a priority. However, we cannot guarantee 100% uptime and we are not liable for any losses, missed revenue or damages arising from website downtime, whether caused by server failure, third-party provider issues, cyberattack, or any other cause beyond our reasonable control.

6.3 Backups

Automated daily backups are maintained for all hosted websites, retained for a minimum of 30 days. Whilst we make every reasonable effort to maintain and restore from backups, we do not guarantee the availability or integrity of backup data in all circumstances. We strongly recommend clients maintain their own copies of important content.

6.4 Security

We implement reasonable security measures across all hosted websites, including SSL certificates, server-level firewalls, malware scanning and regular software updates. However, no hosting environment can be guaranteed completely secure. In the event of a security incident, we will notify affected clients promptly and take reasonable steps to contain and remediate the issue.

7. Cancellation & Exit

7.1 Pay Monthly

Pay Monthly plans have no minimum term. Either party may cancel the agreement at any time with 30 days' written notice. No exit fee applies. Your licence to use the website ends when the plan ends. On cancellation, we will provide a full export of your website content and data in a standard format, and assist with moving your domain as needed. Keeping the website itself is by agreement, as set out in 3.6 Keeping Your Website.

7.2 Custom Build & Monthly Services

Cancellation terms for custom build projects are set out in your agreement. Monthly hosting, management or support can be ended by either party with 30 days' written notice, as in 4.5. Where build work has commenced, cancellation may result in charges for work completed to date. Payments already made for work that has begun are non-refundable.

7.3 Our Right to Terminate

We reserve the right to terminate any service agreement with immediate effect in the event of: non-payment of invoices, breach of these Terms, abusive or threatening behaviour towards our team, or use of our services for any unlawful purpose. In such cases, no refund of fees paid will be due.

8. Liability

8.1 General Limitation

PixelBay Agency acts as your web development and hosting partner. We build, maintain and manage your website to the best of our ability and to professional standards. However, we are not liable for any indirect, consequential, or incidental losses arising from the use of, or inability to use, our services.

8.2 Shared Access

Where clients are provided with access to their own website's content management system, hosting control panel, or any other administrative tool, PixelBay Agency cannot be held responsible for changes made by the client or any third party acting on the client's behalf. This includes, but is not limited to: accidental deletion of content, installation of incompatible plugins or software, password exposure, or any other action taken under client-controlled access credentials.

8.3 Third-Party Services

Our services may integrate with or depend on third-party services including payment processors, email providers, mapping tools, social media platforms and others. We are not liable for the failure, downtime or changes in behaviour of any third-party service, even where such failure affects your website's functionality.

8.4 Financial Loss

We are not liable for any loss of revenue, loss of business, loss of profits or any other financial loss arising from website downtime, errors, security incidents or any other issue connected with our services, except where such loss is directly caused by our gross negligence or wilful misconduct.

8.5 Maximum Liability

In any event, our total liability to you in connection with any services shall not exceed the total fees paid by you to PixelBay Agency in the three months preceding the event giving rise to the claim.

9. Intellectual Property

9.1 Client Content

All content provided by you - including text, images, logos, brand assets and documents - remains your intellectual property at all times. By providing such content to us, you confirm that you have the right to use it and grant us a licence to use it solely for the purpose of providing our services to you.

9.2 Work Product

For custom build projects, once all invoices are paid in full, the completed website or application is yours as set out in 4.4. For Pay Monthly clients, the website is licensed to you for as long as your plan is active and intellectual property in its design and code remains with PixelBay Agency, as set out in section 3. Your content and data remain yours, and on cancellation we will provide an export of them as set out in section 7.

9.3 Our Reusable Code

Anything we bring to, or develop during, a project that is not specific to your business remains the intellectual property of PixelBay Agency. This includes our platforms, tools, features, calculators, modules, admin systems, code libraries and methodologies. Where it forms part of a website or application you own, you receive a permanent licence to use it as part of that website or application, for your own business. We are free to reuse it and to develop and sell similar products and services, but we will never reuse your content, branding or confidential business information. Where open-source software is used, the relevant licences apply.

9.4 No Copying or Reselling

You may not copy, resell, sublicense or distribute our code, or use it to create a product or service for anyone else, without our express written permission. This applies during and after our working relationship. Any other arrangement must be agreed in writing.

9.5 Portfolio

We retain the right to reference your business and show the work we did for you on our website as part of our portfolio and marketing materials, unless you notify us otherwise in writing at the time of engagement. We will always be respectful in how we represent client work.

10. PixelBay Products

In addition to our services, PixelBay Agency develops and maintains a suite of digital products. The following terms apply to each.

10.1 PixelKit

PixelKit (pixelkit.uk) is a free suite of 76+ browser-based web tools. PixelKit is provided entirely free of charge with no registration required. All tools run client-side in your browser - no data is ever sent to or stored on our servers. PixelKit is provided "as is" without warranty of any kind. We reserve the right to add, modify or remove tools at any time.

10.2 PixelZip

PixelZip (pixelzip.uk) is a free batch file processing tool. Like PixelKit, all processing occurs entirely within your browser. No files are uploaded to or stored on our servers at any point. PixelZip is provided free of charge and "as is".

10.3 PixelSEO

PixelSEO (pixelseo.uk) is our AI readiness and SEO monitoring tool, available in the following tiers:

• Free Web Scanner - Single page scans available free of charge via our website. No registration required.
• PHP Standalone Version - A self-hosted PHP script installed on your own server. Available as a one-time licence purchase. Once purchased, you own the licence and there is no ongoing subscription fee. We can install it for you for a one-time installation fee.
• WordPress Plugin Version - A WordPress plugin installed directly on your WordPress site. Available as a one-time licence purchase with no recurring subscription. Installation service available.

Purchased PixelSEO licences are perpetual - you own them. Future major version upgrades may be offered as optional paid upgrades, but you are never required to upgrade and your purchased version will continue to function.

10.4 PixelBot

PixelBot is our AI-powered chat widget for websites, available as a WordPress plugin or standalone PHP installation. The following terms apply:

• Free Trial - PixelBot is used on all PixelBay Agency websites and can be tested free of charge in this context. This allows prospective clients to experience it before purchasing.
• Licences - PixelBot licences are sold as a one-time purchase per installation. There is no monthly subscription fee for the software itself. We can install PixelBot on your website for a one-time installation fee.
• AI Usage - PixelBot uses third-party AI APIs to power its responses. Whilst the licence fee is one-time, significant usage of the AI functionality may incur API costs depending on the configuration agreed at purchase.

10.5 Product Availability

All PixelBay products are provided in good faith and maintained to a professional standard. We reserve the right to update, modify, discontinue or retire any product or feature at any time. Where a paid product is discontinued, we will provide reasonable notice and, where possible, alternative arrangements.

11. Acceptable Use

By engaging our services, you agree not to use any PixelBay service or product for any of the following purposes:

• Any activity that is unlawful under the laws of England and Wales or any other applicable jurisdiction
• Publishing, distributing or storing content that is defamatory, obscene, discriminatory, hateful or otherwise harmful
• Infringing the intellectual property rights of any third party
• Sending unsolicited commercial communications (spam)
• Attempting to gain unauthorised access to any system, network or data
• Any activity that could damage the reputation of PixelBay Agency or its products
• Reselling or sublicensing any PixelBay product or service without express written permission

Breach of this section may result in immediate termination of services without refund.

12. Changes to These Terms

We may update these Terms from time to time. Where changes are material - meaning they significantly affect your rights or obligations - we will notify existing clients by email with at least 30 days' notice before the changes take effect.

Continued use of our services after the effective date of updated Terms constitutes your acceptance of those Terms. The current version of our Terms is always available at pixelbay.uk/terms.

Minor updates - such as corrections to spelling, clarifications of existing provisions, or changes required by law - may be made without notice.

13. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation.

We would always prefer to resolve any dispute informally and in good faith before any formal process is considered. If you have a concern, please contact us directly in the first instance.

14. Contact Us

If you have any questions about these Terms, or if you wish to discuss anything raised in them, please get in touch:

• PixelBay Agency, Yorkshire, United Kingdom
• hello@pixelbay.uk
• WhatsApp us
• pixelbay.uk/contact

We aim to respond to all enquiries within one working day.