Terms and Conditions
These Terms and Conditions govern the use of services provided by Pro Pixel Agency. By engaging our services, you agree to be bound by these terms. Please read them carefully. This document outlines the rights, responsibilities, and obligations of both Pro Pixel Agency and our clients in relation to all service engagements including Web Design and Development, Video Editing, Image Editing, Audio Editing, 3D Visualization and Rendering, and Search Engine Optimization. Last updated: January 2025.
These Terms and Conditions constitute a legally binding agreement between Pro Pixel Agency (hereinafter referred to as "the Agency," "we," "us," or "our") and the client, individual, or entity (hereinafter referred to as "the Client," "you," or "your") that engages our services. By requesting a quote, submitting a project brief, making a payment, or otherwise instructing us to commence work on any project, you acknowledge that you have read, understood, and agree to be bound by these terms in their entirety. If you do not agree with any part of these terms, you should not use our services and should contact us to discuss any concerns before proceeding.
These terms apply to all services offered by Pro Pixel Agency, including but not limited to Web Design and Development, Video Editing, Image Editing, Audio Editing, 3D Visualization and Rendering, and Search Engine Optimization. Each service category may have specific terms that apply in addition to these general terms. In the event of any conflict between these general terms and service-specific terms, the service-specific terms shall prevail. We reserve the right to update or modify these terms at any time without prior notice. Clients are encouraged to review the most current version of these terms before each project engagement. Continued use of our services after any modifications constitutes acceptance of the updated terms.
1. Scope of Services
The Agency agrees to provide the Client with the specific services described in the project quote, proposal, statement of work, or service agreement provided to the Client and accepted by both parties. The scope of services, deliverables, timeline, and fees will be outlined in writing and agreed upon before work commences. Any services, changes, or additions not included in the original agreement will require a separate written agreement or change order signed by both parties. The Agency reserves the right to refuse service to any individual or entity for any reason not prohibited by applicable law. The Client acknowledges that the Agency acts as an independent contractor and not as an employee, partner, or joint venture partner of the Client. Nothing in these terms shall create an employment, partnership, or agency relationship between the parties.
1.1 Service Descriptions
Web Design and Development services include but are not limited to UI/UX design, front-end and back-end development, content management system integration, e-commerce functionality, API integration, database design and implementation, hosting configuration, website migration, performance optimization, accessibility compliance, and ongoing maintenance and support. The specific deliverables for each web project will be defined in the project proposal.
Video Editing services include cutting and trimming footage, color correction and grading, audio synchronization, transitions and effects, motion graphics, title and lower third creation, visual effects compositing, sound design, music selection and licensing, and export optimization for various platforms and resolutions up to 8K. The specific edits, effects, and deliverables will be defined in the project proposal.
Image Editing services include background removal and replacement, color correction, retouching, shadow creation, masking, clipping paths, photo restoration, batch editing, and creative compositing. The number of images, specific editing requirements, and delivery formats will be defined in the project proposal.
Audio Editing services include noise reduction, equalization, compression, restoration, volume leveling, editing and splicing, sound effect integration, music mixing, and mastering for various output formats. The specific audio treatments and deliverables will be defined in the project proposal.
3D Visualization and Rendering services include 3D modeling, texturing, lighting, rendering, animation, virtual tour creation, and post-production of rendered images. The number of views, level of detail, resolution, and specific deliverables will be defined in the project proposal.
Search Engine Optimization services include technical SEO audits, on-page optimization, keyword research, content strategy, link building, local SEO, performance optimization, and monthly reporting. The specific services, deliverables, and reporting cadence will be defined in the SEO proposal or agreement.
1.2 Client Responsibilities
The Client agrees to provide the Agency with timely access to all necessary materials, information, resources, and approvals required to complete the project. This includes but is not limited to brand assets, content, images, videos, audio files, reference materials, website access credentials, analytics data, and any other information or access reasonably required. Delays caused by the Client's failure to provide materials, feedback, or approvals in a timely manner may result in project timeline adjustments and, in some cases, additional charges. The Client is responsible for ensuring that all materials provided to the Agency do not infringe upon the intellectual property rights of any third party and are legally permissible for use in the project. The Client agrees to indemnify and hold the Agency harmless from any claims, damages, or expenses arising from the Client's breach of this warranty.
2. Payment Terms
Payment terms are specified in each project quote or agreement and may vary depending on the service type, project scope, and engagement model. All fees are quoted in United States Dollars (USD) unless otherwise specified. The Client agrees to pay all fees and charges according to the payment schedule outlined in the quote or agreement. Late payments may incur additional charges as described below. The Agency reserves the right to suspend work on any project if payment is not received according to the agreed schedule until payment is made current. Invoices unpaid for more than 30 days beyond the due date will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
2.1 Project-Based Pricing
For project-based engagements, the standard payment schedule is a 50% deposit due before work commences, with the remaining 50% due upon completion and final approval of deliverables. For smaller projects under $500, full payment may be required upfront. For larger projects exceeding $5,000, milestone-based payments may be arranged with specific amounts due at agreed project phases. The specific payment schedule will be detailed in the project quote or agreement. The initial deposit is non-refundable once work has begun, as it covers the project management, planning, and initial creative work that is invested at the start of every engagement. If a project is cancelled by the Client after work has commenced, the Client remains liable for payment for all work completed up to the point of cancellation, plus any non-refundable third-party costs incurred on the Client's behalf.
2.2 Monthly Retainers
For ongoing services such as SEO management and website maintenance, monthly retainer fees are invoiced at the beginning of each month and are due within 15 days of the invoice date. Retainer fees cover the agreed scope of services for that month. Unused retainer hours do not roll over to subsequent months unless specifically agreed in writing. Retainer agreements may be terminated by either party with 30 days written notice. Upon termination, the Client will be invoiced for any services provided during the final month, and any prepaid amounts for services not yet rendered will be refunded. The Agency reserves the right to adjust retainer fees with 30 days written notice to the Client.
2.3 Accepted Payment Methods
We accept the following payment methods: major credit cards including Visa, Mastercard, American Express, and Discover; debit cards; PayPal; bank transfers and wire transfers; and electronic checks (ACH). For enterprise clients with established relationships, we may also offer invoicing with net-30 or net-60 payment terms subject to credit approval. All payments are processed through secure, encrypted payment gateways. The Agency does not store full credit card numbers or sensitive financial information on its servers. Clients paying by credit card may be subject to a processing fee of up to 3% of the transaction amount, which will be disclosed at the time of payment. Bank transfer fees, if any, are the responsibility of the Client.
2.4 Taxes
All fees quoted by the Agency are exclusive of any applicable taxes, duties, or levies. The Client is responsible for paying all applicable taxes, including but not limited to sales tax, value-added tax (VAT), goods and services tax (GST), withholding tax, or any other similar charges imposed by any government authority in connection with the services provided. If the Agency is required to collect or pay any such taxes, the amount will be added to the invoice and paid by the Client unless the Client provides a valid tax exemption certificate or other evidence of exemption. The Client agrees to indemnify the Agency against any claims, penalties, or liabilities arising from the Client's failure to pay applicable taxes.
3. Intellectual Property Rights
Intellectual property rights are an important aspect of our service agreements. This section clarifies the ownership and usage rights for all materials created or provided during the course of our engagement. The Agency and the Client agree to respect each other's intellectual property rights as outlined below.
3.1 Ownership of Deliverables
Upon full payment of all fees due under the applicable agreement, the Agency assigns to the Client all rights, title, and interest in and to the final deliverables created specifically for the Client's project. This includes the final website files, edited videos, retouched images, processed audio files, 3D renders, and any other custom-created work product specifically developed for the Client. The Client receives full ownership of these final deliverables and may use them for any lawful purpose without restriction, subject to the limitations described in sections 3.2 and 3.3 below.
3.2 Agency Retained Rights
The Agency retains all rights, title, and interest in and to its pre-existing materials, tools, methodologies, software, frameworks, libraries, templates, and know-how used in the creation of the deliverables, including any improvements or modifications made during the project. This includes but is not limited to custom code libraries, design systems, animation frameworks, editing presets, and workflow methodologies. The Agency grants the Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials as incorporated into the final deliverables. The Agency also retains the right to display the project in its portfolio, case studies, and promotional materials unless the Client specifically requests confidentiality in writing prior to project commencement. The Agency will not display confidential or proprietary information without the Client's consent.
3.3 Third-Party Materials
Certain projects may incorporate third-party materials such as stock photos, video footage, music tracks, fonts, icons, plugins, or software libraries that are licensed, not owned. The Client's rights to use these third-party materials are governed by the respective licenses and terms of the original creators or rights holders. The Agency will inform the Client of any third-party materials used in the project and provide information about the applicable licenses. The Client is responsible for complying with the terms of such licenses, including any attribution requirements, usage limitations, or additional fees for extended use. The Agency will obtain appropriately licensed third-party materials for the project but cannot guarantee that such licenses cover all potential uses by the Client beyond the original project scope. The Agency recommends that the Client review and understand the license terms for any third-party materials used in their project.
3.4 Client Supplied Materials
The Client retains all rights, title, and interest in and to any materials, content, brand assets, data, or other intellectual property provided to the Agency for use in the project. The Client grants the Agency a non-exclusive, royalty-free license to use, reproduce, modify, and display such materials solely for the purpose of performing the services under the applicable agreement. This license terminates upon completion of the project, except to the extent necessary for the Agency to maintain portfolio or archival copies as permitted under these terms. The Client warrants that it has the necessary rights and permissions to grant this license and that the materials do not infringe upon the intellectual property rights of any third party.
4. Revisions and Change Orders
We strive to deliver work that meets or exceeds your expectations. Our revision policy is designed to provide a clear framework for making adjustments to deliverables while ensuring that projects remain on schedule and within budget. The specific number of revision rounds included in your project will be specified in your quote or agreement.
4.1 Standard Revisions
Each project includes a specified number of revision rounds as outlined in the project quote or agreement. A revision round consists of the Client reviewing a deliverable and providing consolidated feedback for changes, followed by the Agency implementing those changes and resubmitting the revised deliverable. To ensure efficient use of revision rounds, the Client is encouraged to consolidate feedback into a single, comprehensive communication rather than submitting feedback piecemeal. The Agency will implement all reasonable revision requests within the scope of the original project definition. Revisions that significantly change the scope of the original project, as determined in the Agency's reasonable discretion, may require a change order and additional fees as described in section 4.2 below. Revision requests should be submitted in writing via email or the project management platform specified by the Agency.
4.2 Change Orders
If the Client requests changes that are outside the original scope of work as defined in the project quote or agreement, the Agency will prepare a change order outlining the additional work required, the impact on the project timeline, and any additional fees. The Client must approve the change order in writing before the additional work begins. Examples of scope changes that may require a change order include adding new pages, features, or functionality to a website beyond what was originally specified; significantly altering the creative direction or design concept after work has begun; requesting additional rounds of revisions beyond those included in the original agreement; adding new video footage, images, or audio files that were not included in the original project brief; requiring expedited delivery that disrupts the planned workflow; or any other change that materially increases the time, effort, or resources required to complete the project. The Agency will not proceed with out-of-scope work without a signed change order.
4.3 Approval Process
Upon delivery of a project milestone or final deliverable, the Client will have a review period of 5 business days to examine the work and provide feedback or approval. If the Agency does not receive feedback within this review period, the deliverable will be deemed accepted. Following approval of final deliverables, any subsequent changes will be treated as new work and quoted separately. The Client's approval of deliverables confirms that the work meets the specifications outlined in the project agreement and that the Client is satisfied with the quality and completeness of the work. Approval may be given in writing via email, through the project management platform, or by any other method agreed upon by both parties. The approval process is a critical milestone in the project timeline, and delays in providing feedback or approval may impact the overall project schedule.
5. Limitation of Liability
The Agency's liability to the Client for any claims, damages, losses, or expenses arising out of or relating to the services provided under any agreement shall be limited to the total amount paid by the Client to the Agency for the specific project giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.
5.1 Disclaimer of Warranties
The Agency provides its services on an as-is and as-available basis. While we strive to deliver high-quality work that meets your expectations, the Agency makes no representations or warranties of any kind, express or implied, regarding the services, deliverables, or results that may be achieved. The Agency specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. For SEO services specifically, the Agency does not guarantee specific rankings, traffic levels, or search engine positions, as these are influenced by factors beyond our control including search engine algorithm changes, competitor activities, and market conditions.
5.2 Exclusion of Consequential Damages
In no event shall the Agency be liable to the Client or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or cost of procurement of substitute services, even if the Agency has been advised of the possibility of such damages and regardless of the legal theory under which such damages are sought. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, the Agency's liability will be limited to the fullest extent permitted by applicable law.
5.3 Force Majeure
Neither party shall be liable for any failure or delay in performing obligations under any agreement if such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, terrorism, government actions, pandemics, public health emergencies, labor disputes, supply chain disruptions, internet service outages, power failures, or failures of third-party software or services. The affected party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to mitigate its impact and resume performance as soon as practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected agreement without further liability.
6. Confidentiality
Both parties agree to maintain the confidentiality of all confidential information disclosed during the course of the business relationship. Confidential information includes but is not limited to business plans, financial data, customer data, technical specifications, trade secrets, project briefs, unpublished content, marketing strategies, analytics data, and any other information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
6.1 Confidentiality Obligations
Each party agrees to use confidential information solely for the purpose of performing its obligations under the applicable agreement and for no other purpose. Each party agrees to protect the confidentiality of the other party's confidential information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each party agrees to limit access to confidential information to those employees, contractors, and agents who need to know such information for the purpose of the agreement and who are bound by confidentiality obligations at least as protective as those contained herein. These confidentiality obligations shall survive the termination or expiration of any agreement for a period of three years, or indefinitely for trade secrets and other information that by its nature should remain confidential permanently.
6.2 Exclusions
Confidential information does not include information that is or becomes publicly available through no breach of this agreement, was rightfully in the receiving party's possession prior to disclosure, is rightfully obtained by the receiving party from a third party without restriction, is independently developed by the receiving party without use of the disclosing party's confidential information, or is required to be disclosed by applicable law, regulation, or legal process. If a party is required to disclose confidential information by law, that party shall provide prompt notice to the disclosing party to allow the disclosing party to seek a protective order or other appropriate remedy.
7. Cancellation and Termination
Either party may terminate a project agreement under the following conditions. The Client may cancel a project at any time by providing written notice to the Agency. In the event of cancellation, the Client shall pay for all work completed up to the date of cancellation, plus any non-refundable third-party costs incurred on the Client's behalf. The initial deposit is non-refundable once work has commenced, as it covers the project setup, planning, and initial creative investment.
7.1 Termination for Convenience
The Client may terminate a project for convenience at any time by providing written notice. Upon such termination, the Client shall pay the Agency for all services performed and all costs incurred up to the effective date of termination, including a reasonable allowance for project management and administrative costs associated with the termination. The Agency may terminate a project for convenience by providing 30 days written notice to the Client. In such event, the Agency will complete all work in progress as of the notice date and deliver all completed deliverables to the Client. The Client will only be obligated to pay for work actually completed and accepted up to the termination date.
7.2 Termination for Cause
Either party may terminate an agreement immediately upon written notice if the other party commits a material breach of any term of the agreement and fails to cure such breach within 15 days after receiving written notice of the breach. Material breaches include but are not limited to failure to make timely payments, failure to provide required materials or approvals, violation of intellectual property rights, breach of confidentiality obligations, or any other action that fundamentally undermines the purpose of the agreement. Termination for cause does not relieve the breaching party of liability for damages caused by the breach.
7.3 Effect of Termination
Upon termination of any agreement for any reason, the Client shall pay all amounts due for work performed up to the effective date of termination. Upon receipt of full payment, the Agency will deliver all completed work product to the Client. Sections of these terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, confidentiality obligations, limitation of liability, payment obligations, and dispute resolution provisions. Termination of any agreement does not affect any rights or obligations that have accrued prior to the effective date of termination.
8. Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to these terms or any agreement for services, the parties agree to follow the dispute resolution process outlined below before pursuing any legal action.
8.1 Informal Resolution
Before initiating any formal dispute resolution process, the parties agree to attempt to resolve the dispute through informal negotiation. The party asserting the dispute shall provide written notice to the other party describing the nature of the dispute and proposed resolution. The parties shall then meet or confer within 15 days of the notice to attempt to resolve the matter through good-faith discussion. If the parties are unable to resolve the dispute within 30 days of the initial notice, either party may proceed to formal dispute resolution as described below.
8.2 Mediation
If informal resolution is unsuccessful, the parties agree to submit the dispute to mediation before a mutually agreed mediator. The mediation shall be conducted in accordance with the rules of the American Arbitration Association or such other mediation service as the parties may agree. The cost of mediation shall be shared equally between the parties. Participation in mediation is a condition precedent to initiating any arbitration or litigation, except where urgently needed to prevent irreparable harm or to preserve the status quo.
8.3 Governing Law
These terms and any agreements for services shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes not resolved through mediation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any agreement between the parties.
9. General Provisions
9.1 Entire Agreement
These terms, together with any project quote, proposal, statement of work, or service agreement provided to the Client, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written. Any purchase order, confirmation, or other document issued by the Client that contains additional or conflicting terms is expressly rejected and shall have no force or effect unless specifically accepted in writing by the Agency.
9.2 Severability
If any provision of these terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent.
9.3 Waiver
The failure of either party to enforce any provision of these terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless it is in writing and signed by the party against whom the waiver is sought. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any other right or remedy.
9.4 Assignment
The Client may not assign or transfer any rights or obligations under any agreement with the Agency without the prior written consent of the Agency. The Agency may assign or transfer its rights and obligations under any agreement to an affiliate, successor, or purchaser of all or substantially all of its business or assets without the Client's consent. Subject to the foregoing, these terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
9.5 Notices
All notices, requests, and other communications required or permitted under these terms shall be in writing and shall be deemed to have been duly given when delivered by email to the email address provided by each party, or when sent by certified mail, return receipt requested, to the address of the receiving party. Notices by email shall be deemed received on the date of transmission if sent during normal business hours, or on the next business day if sent after normal business hours.
9.6 Relationship of Parties
The Agency is an independent contractor and not an employee, agent, partner, or joint venture partner of the Client. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other's prior written consent. Nothing in these terms shall create any employment, partnership, agency, or joint venture relationship between the parties. The Agency's personnel shall not be entitled to any benefits, compensation, or protections provided by the Client to its employees.
10. Contact Information
If you have any questions, concerns, or requests regarding these Terms and Conditions, please contact us using the information below. We are committed to addressing your inquiries promptly and professionally. Our team is available to discuss any aspect of these terms and to ensure that you have a clear understanding of your rights and obligations before engaging our services.
Pro Pixel Agency
Email: info@propixelagency.com
Phone: +1 (555) 123-4567
Website: https://propixelagency.com
We encourage you to contact us with any questions before engaging our services. Our team is happy to clarify any terms and ensure that you have a complete understanding of our policies. These terms are designed to protect both parties and to ensure a transparent, fair, and productive working relationship. We value your trust and are committed to providing exceptional service with integrity and professionalism.
Acceptance of Terms
By engaging Pro Pixel Agency's services, requesting a quote, submitting a project brief, or making a payment, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you have any questions about these terms, please contact us before proceeding with your project.
Related Blogs
Get latest news, offer, and discussion. So stay with us.
