Standard Terms of Engagement

These are Moon Pixels Ltd’s standard terms for client engagements. They apply when a signed proposal, contract, statement of work or similar written agreement incorporates them. If Moon Pixels and the client agree different terms in writing, those terms take priority.

In these terms, the Contractor means Moon Pixels Ltd, the Client means the person or organisation engaging Moon Pixels Ltd, and the Services means the work described in the signed agreement.

1. Services, Estimates and Change Control

1.1 The Contractor will provide the Services with reasonable skill and care. The Client may define objectives, priorities, acceptance criteria, deadlines and reasonable security requirements. The Contractor decides the manner, method, tools and timing of the work.

1.2 Time estimates are planning estimates only. The Contractor will bill for time actually worked unless the signed agreement states a Minimum Booking. Any Minimum Booking is payable whether or not the Client uses all booked time, unless the Contractor is unavailable or the parties agree otherwise in writing.

1.3 Changes to scope, urgency, assumptions, access, priorities or deliverables must be agreed in writing, including by email. Changes may affect fees, timing and availability.

1.4 The Client is responsible for timely decisions, access, information, licences, test data and approvals. The Contractor is not responsible for delay or defects caused by Client materials, instructions, access restrictions, third-party systems or late decisions.

2. Independent Business and Outside-IR35 Working Practices

2.1 The Contractor is an independent business providing services on its own account. Nothing in these terms or the signed agreement creates employment, worker status, agency, partnership or joint venture. The Contractor and its personnel are not entitled to holiday pay, sick pay, pension contributions, bonuses, staff benefits or employee rights from the Client.

2.2 The Client is not obliged to offer work beyond the agreed Services, and the Contractor is not obliged to accept further work. Any extension, renewal or new work must be agreed in writing.

2.3 The Contractor is free to provide services to other clients, provided it protects the Client’s Confidential Information and avoids actual conflicts of interest.

2.4 The Contractor may provide a suitably skilled substitute or assistant at its own cost. The Client may refuse a proposed substitute only on reasonable grounds, such as inadequate skills, security requirements, confidentiality concerns or conflict of interest. The Contractor remains responsible for the substitute’s work and payment.

2.5 The Contractor will normally use its own equipment, tools, methods and software. The Client will provide access to Client systems only where needed for the Services. The Contractor will comply with reasonable security, access, health and safety and site rules notified by the Client, but will not be subject to staff handbooks, appraisals, disciplinary processes or line management.

2.6 The parties will keep the actual working practices consistent with these terms and the signed agreement, and will tell each other promptly if anything changes that could affect the outside-IR35 basis of the engagement. Where the Client is legally responsible for employment status determination or tax deductions, the Client remains responsible for complying with those obligations.

3. Fees, Invoicing, Taxes and Suspension

3.1 Fees, invoicing cycle, payment terms, expenses and any minimum booking are set out in the signed agreement. Fees are exclusive of VAT unless the signed agreement says otherwise.

3.2 If the Client disputes an invoice, it must notify the Contractor within 7 days of the invoice date, explain the dispute in reasonable detail and pay any undisputed amount on time. The Client must not set off or withhold undisputed sums.

3.3 Overdue undisputed invoices may be charged in line with the Late Payment of Commercial Debts (Interest) Act 1998 and related regulations as in force at the invoice date, including statutory interest, fixed compensation and reasonable recovery costs where applicable.

3.4 The Contractor is responsible for its own corporation tax, VAT, PAYE, National Insurance and similar liabilities relating to the fees and its personnel, except to the extent the Client is legally required to make deductions under applicable off-payroll working rules.

3.5 If an undisputed invoice remains unpaid after the due date, the Contractor may give 7 days’ written notice and then suspend the Services until payment is received. Any timetable is extended by the period of suspension.

3.6 Expenses are not reimbursable unless approved by the Client in writing in advance and supported by reasonable evidence.

4. Intellectual Property and Third-Party Materials

4.1 The Client owns materials, data, systems, trademarks and intellectual property it provides to the Contractor. The Contractor owns its pre-existing and reusable tools, libraries, templates, methods, know-how, snippets, generic components and other background intellectual property.

4.2 Once the Contractor has received full cleared payment for the relevant work, the Contractor assigns to the Client the intellectual property rights in deliverables created specifically for the Client under the signed agreement, excluding Contractor background intellectual property and Third-Party Materials.

4.3 To the extent Contractor background intellectual property is embedded in a paid deliverable, the Contractor grants the Client a perpetual, worldwide, royalty-free licence to use it as part of that deliverable for the Client’s business purposes.

4.4 Until full payment is received, the Client has a limited licence to use the deliverables for review, testing and ordinary internal operation for the intended purpose. If payment remains overdue after written notice, the Contractor may suspend or withdraw that licence for the unpaid deliverables until payment is made.

4.5 The Contractor may use open-source and third-party materials where reasonably appropriate and properly licensed. Those materials remain subject to their own licence terms. The Contractor will identify any material licence obligations it is aware of that affect the Client’s use of the deliverables.

4.6 The Contractor may reuse general knowledge, skills, techniques, ideas and non-client-specific code patterns gained during the engagement, provided it does not disclose Confidential Information or copy Client-owned deliverables.

5. Confidentiality and Publicity

5.1 Each party must keep the other party’s non-public business, technical, financial, commercial and project information confidential and use it only for the purposes of the signed agreement.

5.2 Confidentiality does not apply to information that is public through no breach, already lawfully known, independently developed, received lawfully from a third party, or required to be disclosed by law or a regulator.

5.3 On request or termination, each party must return or securely delete the other party’s Confidential Information, except for legal, insurance, accounting, audit or automatic backup records kept subject to confidentiality.

5.4 Once the project or relevant work is launched, published or otherwise commercially available, the Contractor may refer to the Client and prepare a non-confidential portfolio entry or case study unless the Client opts out in writing. The Contractor must not disclose Confidential Information, security-sensitive information or unpublished project details without the Client’s approval.

6. Data Protection

6.1 Each party will comply with applicable UK data protection law, including the UK GDPR and Data Protection Act 2018. “Client Personal Data” means personal data processed by the Contractor on behalf of the Client as part of the Services.

6.2 Where the Contractor processes Client Personal Data as processor, this clause and the data protection details in the signed agreement form the written processor terms. The Contractor will process Client Personal Data only on the Client’s documented instructions, including the signed agreement and written instructions such as tickets, emails or project documents.

6.3 The Contractor will keep Client Personal Data confidential, use appropriate technical and organisational security measures, assist the Client reasonably with data subject rights, security obligations, breach notifications, DPIAs and regulator enquiries, and notify the Client without undue delay after becoming aware of a personal data breach affecting Client Personal Data.

6.4 The Contractor may use authorised tools and sub-processors identified in the signed agreement or otherwise approved in writing. The Contractor will ensure any sub-processor is bound by equivalent data protection obligations and remains responsible to the Client for sub-processor performance.

6.5 The Contractor will not make restricted international transfers of Client Personal Data unless permitted by applicable UK data protection law and covered by appropriate safeguards or the Client’s written authorisation.

6.6 At the end of the Services, the Contractor will delete or return Client Personal Data on the Client’s reasonable written instruction, unless retention is required by law or for legal, insurance, accounting, audit or backup purposes. The Contractor will make available reasonable information needed to demonstrate compliance with this clause and will allow reasonable audits where legally required.

6.7 The Client is responsible for ensuring it has a lawful basis, notices and rights to provide Client Personal Data to the Contractor and for minimising live personal data used for development, testing and support where reasonably possible.

6.8 Each party acts as an independent controller for routine business contact, billing, contract management and professional correspondence data.

7. Warranties and Defect Correction

7.1 The Contractor warrants that the Services will be performed with reasonable care and skill and that paid deliverables will materially conform to the agreed requirements at the time of delivery.

7.2 The Client must notify the Contractor of any material defect in a deliverable within 30 days of delivery. The Contractor will use reasonable efforts to correct confirmed material defects at no additional charge within a reasonable time.

7.3 The defect correction obligation does not cover new requirements, changes in scope, Client or third-party changes, misuse, unsupported environments, faulty Client data or materials, third-party systems, or issues not reasonably reproducible by the Contractor.

7.4 The Contractor will take reasonable precautions not to introduce malicious code. The Client acknowledges that software, integrations and third-party systems are not guaranteed to be error-free, uninterrupted or to achieve any specific commercial result.

7.5 The Client warrants that Client materials, data, systems, instructions and access provided to the Contractor are lawful, properly licensed and suitable for the Services.

7.6 All other warranties and conditions are excluded to the fullest extent permitted by law.

8. Liability and Indemnities

8.1 Nothing in these terms or the signed agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, deliberate unlawful conduct, or any liability that cannot legally be limited or excluded.

8.2 Subject to clause 8.1 and payment obligations, each party’s total aggregate liability arising out of or in connection with these terms or the signed agreement is limited to the fees paid and payable under the relevant signed agreement in the 12 months before the first event giving rise to the claim, capped at £1,000,000.

8.3 Subject to clause 8.1, neither party is liable for indirect or consequential loss, loss of profit, revenue, business, opportunity, anticipated savings or goodwill. Neither party is liable for loss or corruption of data except for reasonable restoration costs where the loss was caused directly by that party’s breach and recovery was reasonably possible.

8.4 The liability cap does not limit the Client’s obligation to pay fees, VAT, approved expenses, statutory interest, compensation or recovery costs properly due under the signed agreement.

8.5 The Contractor will defend the Client against third-party claims that a paid deliverable created by the Contractor infringes intellectual property rights, and will pay resulting finally awarded damages or agreed settlement amounts, provided the claim is not caused by Client materials, Client instructions, unauthorised use, modification by anyone other than the Contractor, or combination with items not supplied by the Contractor.

8.6 The Client will defend the Contractor against third-party claims arising from Client materials, Client data, Client systems or Client instructions, and will pay resulting finally awarded damages or agreed settlement amounts.

8.7 A party seeking indemnity must promptly notify the other, give reasonable cooperation and allow the other party to control the defence and settlement, provided no settlement may admit liability or impose non-monetary obligations on the indemnified party without consent.

8.8 Each party must take reasonable steps to mitigate losses.

9. Termination and Handover

9.1 If the signed agreement states a fixed Initial Term, neither party may terminate for convenience during that Initial Term unless the parties agree otherwise in writing. After the Initial Term, or if no fixed Initial Term is stated, either party may terminate on 30 days’ written notice.

9.2 Either party may terminate immediately by written notice if the other party commits a material breach and fails to remedy it within 14 days of written notice, or if the other party becomes insolvent or unable to pay its debts as they fall due.

9.3 The Contractor may terminate or suspend under clause 3 if undisputed invoices remain overdue after notice.

9.4 On termination, the Client must pay for all Services performed up to the termination date, any agreed Minimum Booking, approved expenses and any non-cancellable commitments approved by the Client. The Contractor will deliver paid work completed up to termination, return Client property and provide reasonable handover assistance at the then-current rate unless agreed otherwise.

9.5 Intellectual property rights transfer only after full cleared payment. Partially completed or unpaid work is provided “as is” unless the parties agree and pay for completion, review or handover work.

9.6 Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except payment obligations. If such an event continues for more than 30 days, either party may terminate on written notice.

9.7 Clauses that by their nature should survive termination will continue, including payment, intellectual property, confidentiality, data protection, liability, indemnities and governing law.

10. Non-Solicitation

During the engagement and for 6 months afterwards, neither party will knowingly solicit for employment or direct engagement any employee, contractor or representative of the other party who was materially involved in the Services. This does not restrict general recruitment advertising, unsolicited approaches, or future engagement of Moon Pixels Ltd as an independent supplier.

11. General

11.1 Formal notices must be in writing and sent to the notice details in the signed agreement by hand, recorded post, courier or email. Email notices are deemed received when sent unless the sender receives a delivery failure notice, provided notices sent outside business hours are deemed received at 9:00am on the next business day.

11.2 The signed agreement, including these terms when incorporated, is the entire agreement between the parties for the Services and replaces prior discussions about them. No variation is effective unless agreed in writing, including by email where the change is clear.

11.3 Neither party may assign the signed agreement without the other party’s written consent, except that the Client may assign it to a group company or business successor if the assignee agrees to be bound by it.

11.4 If any provision is invalid or unenforceable, the rest of the signed agreement remains effective. Failure to enforce a right is not a waiver. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

11.5 The signed agreement may be signed in counterparts and by electronic signature.

11.6 The signed agreement, these terms and any non-contractual claims are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except either party may seek urgent injunctive or protective relief in any appropriate jurisdiction.