Terms of Service

1. Parties & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between Pyxage Ltd, a company registered in England and Wales under company number 11232293, whose registered address is 3 Daylesford, 494 Littlemoor Road, Weymouth, Dorset, DT3 5NY, United Kingdom ("Pyxage", "we", "us", "our"), and the individual or entity ("Client", "you") accessing or purchasing our services.

By engaging our services, requesting a proposal, or signing a Statement of Work, you agree to be bound by these Terms. If you are acting on behalf of a company or organisation, you represent that you have the authority to bind that entity.

2. Services

Pyxage provides technology and artificial intelligence services including, but not limited to:

• Custom website and landing page development
• AI-powered workflow automation and system integration
• Voice agents and conversational AI (chatbots)
• AI-enhanced digital advertising and campaign management
• E-commerce automation and optimisation
• AI strategy consulting and audits

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work ("SOW") or proposal agreed in writing between the parties. In the event of any conflict between these Terms and an SOW, the SOW prevails in respect of that specific project.

3. Fees & Payment

Fees are set out in the applicable SOW or proposal. Unless otherwise stated:

• Invoices are payable within 14 calendar days of the invoice date.
• Projects may require a deposit (typically 30–50%) before work commences.
• All fees are quoted exclusive of VAT unless otherwise stated. UK VAT will be applied where applicable in accordance with HMRC requirements.
• Late payments accrue interest at the rate provided under the Late Payment of Commercial Debts (Interest) Act 1998.
• Pyxage reserves the right to suspend work if invoices remain unpaid beyond the due date.

4. Intellectual Property

Client Materials: Any materials, data, content, or systems provided by you to Pyxage remain your property. You grant Pyxage a limited licence to use such materials solely to perform the services.

Deliverables: Upon receipt of full payment, Pyxage assigns to you all rights, title, and interest in the custom deliverables produced specifically for your project, to the extent permitted by law.

Pre-existing IP & General Methodologies: Pyxage retains ownership of all pre-existing intellectual property, proprietary tools, frameworks, libraries, AI models, and general methodologies developed independently of your project. Where deliverables incorporate such pre-existing IP, Pyxage grants you a perpetual, non-exclusive licence to use it solely as part of the deliverable.

Portfolio Rights: Unless you notify us otherwise in writing prior to project commencement, Pyxage may reference your project and display non-confidential portions in our portfolio and marketing materials.

5. Client Obligations

To enable us to perform the services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, and approvals as reasonably requested.
• Ensure you hold all necessary licences, rights, and consents for any content or data you provide to us.
• Use our deliverables in compliance with all applicable laws, including data protection and consumer protection legislation.
• Not use our services for any unlawful, fraudulent, harmful, or deceptive purpose.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information"), and not to disclose it to third parties without prior written consent, except where required by law or regulation. This obligation survives termination of any agreement for a period of three (3) years.

7. AI Services - Specific Disclaimers

You acknowledge that AI-powered systems, including language models, automation workflows, and predictive tools, have inherent limitations:

• AI outputs may contain errors, inaccuracies, or biases and should not be relied upon as professional advice (legal, medical, financial, or otherwise) without independent verification.
• Pyxage does not guarantee specific business outcomes, conversion rates, ROI figures, or automation performance levels unless expressly warranted in an SOW.
• You are responsible for reviewing, validating, and supervising automated systems before deploying them in live or production environments.
• Changes to third-party AI platforms (e.g., OpenAI, Google, Meta APIs) used in your solution may affect functionality; Pyxage is not liable for changes made by third-party providers.

8. Warranties & Disclaimers

Pyxage warrants that services will be performed with reasonable skill and care in accordance with industry standards. Except as expressly stated, all services and deliverables are provided "as is", and Pyxage excludes all other warranties, representations, or conditions, whether express, implied, or statutory, to the fullest extent permitted by applicable law.

9. Limitation of Liability

To the maximum extent permitted by law:

• Pyxage's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by you to Pyxage under the applicable SOW in the twelve (12) months preceding the claim.
• Pyxage shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, data, business, or goodwill, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under English law.

10. Termination

Either party may terminate an engagement by providing 14 days' written notice, subject to the terms of the applicable SOW. Upon termination:

• You shall pay for all work completed and expenses reasonably incurred up to the termination date.
• Pyxage shall deliver all completed work product to you, provided all outstanding invoices are settled.
• Clauses relating to IP, confidentiality, limitation of liability, and governing law survive termination.

11. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, industrial action, pandemics, or failures of third-party infrastructure (including cloud providers and AI API services).

12. Governing Law & Dispute Resolution

These Terms and any engagement with Pyxage are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

For clients based in Romania or the European Union, Pyxage acknowledges the applicability of Regulation (EU) 2016/679 (GDPR), the Romanian Consumer Protection Law (Law no. 296/2004), and other applicable EU consumer and data protection legislation. Romanian-based consumers retain the right to pursue remedies through the Autoritatea Națională pentru Protecția Consumatorilor (ANPC).

Before initiating formal proceedings, the parties agree to attempt to resolve disputes in good faith through negotiation for a period of 30 days.

13. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email or prominent notice on our website. Continued engagement with our services after the effective date of changes constitutes acceptance of the updated Terms.

14. Contact

For questions regarding these Terms, please contact: