Terms and Conditions

The following terms and conditions refer to Pixelroad Ltd trading as Pixelroad (“The Agency”, “We”, “Us”, “Our”) and its relationship with its clients and potential clients (“The Client”, “They”, “Them”, “Theirs”).

1. Terms & Conditions of Business

1.1. Quotes & Pricing

1.1.1. All quotes/estimates are valid for 30 days from the date of submission.

1.1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to details on quantities, structure, scope, functionality, and time. Any quote/estimate may therefore be subject to change should the Client’s requirements or the scope change at any time and will be quoted/charged at our hourly rate of £75.

1.1.3. Unless otherwise stated, photography, stock images, delivery, copywriting, plugins, and templates will be charged additionally.

1.1.4. If the contract or hourly price has not been fixed for the contract term, our hourly rate of £75 will apply.

1.1.5. The Agency reserves the right to alter the hourly rate at any time as business needs dictate.

1.1.6. Quotes/estimates are based on the Agency’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

1.1.7. Any estimates given by the Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

1.1.8. Any stated timescale is reliant upon the Client providing all required information/copy/images within the time set out at project initiation.

1.2. Methods of Working

1.2.1. The Agency reserves the right to subcontract the fulfilment of an order or any part thereof.

1.2.2. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300 dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. All supplied images requiring scanning or alterations are to be charged at £20 per image. Images sourced from external image libraries may incur additional license/royalty charges payable by the Client.

1.2.3. Should the Client supply text, artwork, or images, the Agency is not obliged to edit, check, or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.

1.2.4. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

1.2.5. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.

1.2.6. The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.

1.2.7. The Agency may charge rent for storage of goods retained at the Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.

1.2.8. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.

1.2.9. The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of a third party.

1.2.10. The agency shall be permitted to use any and all works produced by the agency in their professional portfolio and for marketing and promotional purposes after such works have been made public by the Client. Nothing contained herein shall limit the designer’s such right unless otherwise stipulated in writing.

1.3. Invoices & Payment

1.3.1. Payment must be made no more than 30 days after the date of invoice unless otherwise agreed in writing in advance.

1.3.2. Invoices that exceed 30 days after the due date of the invoice unless otherwise agreed will be subject to a 10% monthly late fee.

1.3.3. All work remains copyrighted to the Agency until settlement of the relevant fee account.

1.3.4. All payments must be in UK Pounds Sterling.

1.3.5. All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.

1.3.6. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.

1.3.7. The Client shall pay for any preliminary work that is produced at their request, whether experimentally or otherwise. A 50% rejection fee is applicable on all work executed by the Agency should the Client cancel their contract/order.

1.3.8. When payment is overdue, the Agency may suspend work, service, and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

1.3.9. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.

1.3.10. If you are paying for the project via instalments and an instalment payment defaults/exceeds 30 days overdue, the full project balance will then be due and invoiced to the client. All work will be stopped immediately also.

1.4. Retainer Specific Terms

1.4.1. Retainer Payments

1.4.1.1. We require 1 month’s initial deposit in order to commence work, each payment is due via Direct Debit thereafter unless agreed otherwise.

1.4.2. Retainer Late Fees

1.4.2.1. Invoices that exceed 7 days overdue will be subject to a 10% late fee. Additionally, a recurring 5% monthly fee will be applied from the payment due date until payment is cleared.

1.4.3. Retainer Cancellation

1.4.3.1. We will require 1 month’s notice in order to cancel any retained services once commenced.

1.4.4. Retainer Quote Terms

1.4.4.1. Quotes are based on the information provided by the Client, including but not limited to details on quantities, structure, scope, and functionality. Any quote/estimate may therefore be subject to change should the Client’s requirements change at any time.

1.5. Credit/Debit Card Payments

1.5.1. Payments via Credit or Debit Card may be subject to a transition/processing fee. This will be stated at the point of payment via our third-party provider before proceeding with the payment.

1.6. Insolvency

1.6.1. If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against them, the Agency without prejudice to other remedies shall:

1.6.2. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such a charge to be an immediate debt due to them.

1.6.3. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

1.7. Force Majeure

1.7.1. The Agency shall be under no liability if it is unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Acts of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.

1.8. Information Provided by You

1.8.1. You warrant that the name, address, and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address, and/or payment details.

1.8.2. You agree that the Agency may disclose your name and address where any inquiries are made.

1.8.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.

1.9. Indemnity

1.9.1. You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.

1.9.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. the Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.

1.10. Limitation of Liability

1.10.1. All conditions, terms, representations, and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded.

1.10.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

1.10.3. In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.

1.10.4. In no event shall the Agency be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.

1.10.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee, or other terms as to their quality, fitness for purpose, or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.

2. General Terms

2.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.

2.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.

2.3. All quotes/estimates, briefs, and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.

2.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals, or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.

2.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.

2.6. Headings, numbering, and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

2.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent, or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act, or omission to act by you.

2.8. The Agency reserves the right to revise, alter, modify, or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.

2.9. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.

2.10. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.

2.11. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.

3. Service Level Agreements

3.1. The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.

3.2. Once an account handler at the Agency has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavor to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.

3.3. For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.

3.4. All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.

3.5. Once a Client approaches the final two hours of their SLA allowance, the Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.

3.6. Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although the Agency reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.

4. Digital Media

4.1. Programming

4.1.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.

4.1.2. Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £75/hour.

4.1.3. The agency develops websites for compatibility with the current version of Microsoft Internet Explorer, Safari, Chrome, and Edge: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.

4.2. Ownership

4.2.1. The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.

4.2.2. Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

4.3. Content

4.3.1. The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.

4.3.2. All images uploaded to websites by the Client (via CMS, FTP, or other) should be optimised (compressed file size). The agency can provide advice on the best image editing software packages but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.

4.3.3. When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copywriting, as well as approve the design and images used before approval is given.

4.3.4. The Agency can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as the Agency accepts no responsibility for their accuracy, relevance, or currency.

5. Website Hosting and Email Hosting Services

5.1. the Agency offers website hosting and database hosting services through the use of third-party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies, and notices that may be applicable to the supply of hosting services. Below is a summary of the main points covered in these terms:

5.1.1. Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.

5.1.2. The agency and its suppliers accept no responsibility for any losses caused by a loss of service.

5.1.3. Your service will be removed if you fail to pay on time or misuse the service.

5.1.4. the Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.

5.1.5. Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £75 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.

6. Website & Email Content

6.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).

6.2. You represent, undertake, and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant, and undertake to us that:

6.2.1. You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

6.2.2. You will not host, post, publish, disseminate, link to, or transmit:

6.2.2.1. Any material or information that is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.

6.2.2.2. Any material containing a virus or other hostile computer program.

6.2.2.3. Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

6.2.3. You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our supplier’s network using bulk email.

6.2.4. You will not employ programs that consume excessive system resources, including but not limited to processor cycles and memory.

6.2.5. You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.

6.2.6. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

6.2.7. In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.

6.2.8. You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.

6.2.9. We and our suppliers reserve the right to remove any material that they deem inappropriate from your website without notice.

6.2.10. If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts, and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

6.3. Charges

6.3.1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.

6.3.2. Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.

7. Website Design & Development Services

7.1. Copywriting And Text Writing: Inputting any text or copying of text will not be included in the contract, unless otherwise stated by the Client. If this is required by the Client then a separate quotation for these works will be made available.

7.2. Imagery And Content: Buying stock photographs or carrying out a photo shoot is not included unless otherwise stated. If the Client wishes for the Agency to search for photographs and purchase these on the Client’s behalf, then this will be made possible as a separate Quotation.

7.3. Changes/Revisions: The price stated in all quotations is based on the length of time the Agency estimate will need to accomplish each individual task in accordance with our standard hourly rate of £75 per hour. If this scope is amended or exceeded the Agency will provide a separate estimate to cover the additional work.

7.4. Testing: All development work will undergo both browser and device testing (desktop/mobile) as well as quality assurance before publishing live.

7.5. Errors: Despite said testing, due to the creative nature of our work, the Agency cannot guarantee that it will be error-free, therefore in the unlikely event there is an error with said work, the Agency will not be held liable for any third-party damages, including loss of earnings, or other incidental, consequential or special damages.

7.6. Client Agreement: Client Agreement to Pay initial invoice to commence work. Each invoice thereafter will have 7-day payment terms. In the event payment is not made within 7 days, on any overdue and unpaid balances the invoice will be subject to a 10% late fee. Additionally, a recurring 5% monthly fee will be applied until payment is cleared. The Agency also reserves the right to stop work until payment is received on any outstanding balances.

7.7. Collection Costs: In the event that the Agency incurs legal fees, costs, and disbursements in an effort to collect payment of outstanding /overdue invoices, in addition to interest on the unpaid balance, the Client will reimburse these expenses.

7.8. Cancellation On Contract: The Client has the right to modify, reject, cancel, or stop any and all plans or work in process. However, the Client will reimburse the Agency for all costs and expenses incurred prior to the change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold the Agency harmless for any liability relating to such action. the Agency agrees to use its best efforts to minimise such costs and expenses in this event.

7.9. Responsibilities for releases:

7.9.1. Responsibility for releases: the Agency shall obtain releases, licenses, permits, or other authorisation to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for the Client (If applicable).

7.9.2. Client Responsibilities for Release: the Client will guarantee that all elements of text, images, or other artwork provided are either owned by the Client or that the Client has permission to use them. The Agency owns the unique combination of these elements that constitutes a complete design and will license that to the Client, exclusively and in perpetuity for this project only, unless the Agency agrees otherwise. The Agency can if required provide a separate estimate.

7.10. Client Responsibility for Accuracy: the Client shall be responsible for the accuracy, completeness, and propriety of information concerning the Client’s products and services which the Client will furnish to the Agency verbally or in writing in connection with the performance of this Agreement.

7.11. Notice of Termination: All agreements shall become effective as of signing and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.

7.12. Termination for Cause: Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within 30 days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time, unless the defaulting party commences cure within the said period of time and diligently proceeds to cure the default.

7.13. Payment for Non-cancelable Materials: Any non-cancelable materials, services, etc., the Agency has committed to purchase for the client account, (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by the Client, in accordance with the provisions of this Agreement. the Agency agrees to use our best efforts to minimise such liabilities immediately upon written notification from the Client. the Agency will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.

7.14. Materials unpaid for: If upon termination there exist any materials furnished by the Agency or any services performed by the Agency for which the Client has not paid in full, until such time as the Client has paid in full the Client will agree not to use any such materials, in whole or in part, or the product of such services.

7.15. Transfer of Materials: Upon termination of the agreement, provided that there is no outstanding indebtedness then owing by the Client, the Agency shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to said Client. the Agency agrees to pay for all costs associated with the transfer of materials (if any).

7.16. Grace Period: Web Builds are subject to a 14-day grace period for any small amendments post-launch to the existing website. This is capped at 8 hours (tracked), this does not include new pages, structural adjustments, and conflict of design. Anything exceeding this will be classed as web maintenance and as such, charged at an hourly rate of £75 per hour.

7.17. Additional Costs: the Agency is not liable for website costs such as (but not limited to) plugins, hosting, themes, and builders. The agency will provide the website builder until the Client seizes all services with the Agency.

8. Graphic Design Services

8.1. Client Approval: Before finalising each Deliverable, the Agency shall send a draft or sample to the Client for approval.

8.2. The client may give:

8.2.1. unconditional approval for the Agency to proceed with the Project;

8.2.2. conditional approval subject to revisions and alterations being made where the submitted work does not conform to the Scope of Works or the quality does not meet the required standard.

8.3. Revisions and Alterations:

8.3.1. The Client shall be entitled to 3 rounds of revisions and alterations to any Deliverables submitted by the Agency to the Client for approval. Any such alternations and receivables must not be such that: a) the nature of the Deliverables would be changed, or b) would be inconsistent with the original instructions or Scope of Works given to the Client; or c) would increase the Scope of Works agreed to by the Agency for the Project.

8.3.2. If the revisions and alterations required by the Client do not meet the requirements or the Client requires additions to the Project which are beyond the Scope of Works, the Parties shall quote a fee for the additional work and paid according to the Payment Terms. Alternatively, a standard rate of £75 per hour shall be charged.

8.3.3. All requests for revisions and alterations by the Client must be confirmed in writing.

8.4. Ownership, Copyright and Intellectual Property:

8.4.1. The Parties agree that until payment in full payment of the Fee (including any additions), all ownership, copyright, and intellectual property in the Deliverables shall be vested solely and exclusively in the Agency, including all component parts of the Deliverables.

8.4.2. Subject to the provisions, all ownership, copyright, and intellectual property in the Deliverables shall pass to the Client for the exclusive use and benefit of the Client on payment of the full Fee (including additions) being received by the Agency.

8.4.3. The Agency shall at all times retain:

8.4.3.1. all moral rights in relation to the Deliverables; and

8.4.3.2. the right to use limited parts of the Deliverables and details of the Project for marketing materials and case studies for marketing purposes.