Terms and Conditions

Last updated: March 24, 2023

1. Introduction

These Terms will apply to your use of our Platform in general and to the purchase of the Services by you (the “User” or “you”). We are PXLBAKE Ltd, a company registered in England and Wales with registration number 14630633, whose registered office is at 87 High Street, Hanham, Bristol, England, BS15 3QG (“PxlBake” or “us” or “we”).
These are the terms on which we sell our Services to you. By accessing the Platform or using our Services, you agree to adhere to these Terms. If you do not agree to the Terms, please do not use the Platform or any of our Services. Each time you use the Platform or our Services, the current version of these Terms will apply.
You can only purchase the Services from us if you are eligible to enter into a contract and are at least 18 years old. We recommend that you print a copy of these Terms for future reference.
You are also responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
This Platform is for use by Businesses and not Consumers as defined in Art.17 of the Consumer Rights Directive. We do not therefore accept any liability for any losses which would be suffered by a Consumer because we believe you are purchasing the Services wholly or mainly for your business, trade, craft or profession.
We amend these Terms from time to time. Every time you wish to use our Platform or order Services, please check these Terms to ensure you understand the conditions that apply at that time.
If you do not agree to these Terms, you must not order Services or use our Platform.

2. Definitions:

Business means a commercial entity that is purchasing the Services in connection with a trade, craft or profession.

Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession.

Contract means any legal agreement between Users and PxlBake for the provision of Services, subject to these Terms.

Distance Contract means a contract concluded between a Business and a Consumer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the Business and the Consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the Contract is concluded.

Fee means any costs incurred by Users in return for the Services in accordance with these Terms.

Order means the User's request for Services submitted following the step by step process set out on the Platform or as otherwise agreed between the parties (‘Ordering’ and ‘Ordered’ shall be construed accordingly).

Platform means PxlBake’s online Platform which includes its proprietary domain: www.pxlbake.com and all sub domains the web-app associated with that domain as well as any mobile or tablet application operated by PxlBake.

Services means the services advertised on the Platform, including, but not limited to, the provision of software which allows Users to upload their own proprietary digital content to create virtual tours and video walk-throughs;

Subscription means an ongoing Contract for Services billed on a monthly, quarterly or annual cycle;

Terms means these Terms and Conditions.

User means any user of our Platform or the Services.

3. Services

The description of the Services is as stated on the Platform, marketing e-mails or any other form of advertisement. Any description is for illustrative purposes only.
We reserve the right to make beneficial changes to the Platform and the Services you have chosen. This could be to comply with any applicable law, regulation or safety requirements, or to implement minor technical adjustments and improvements, for example to optimise your user experience.
Some functions of the Platform as well as some other Services may be used free of charge upon registration on the Platform. Use of other functions of the Platform and Services with additional features are only available following payment for a Subscription managed in accordance with these Terms.
We reserve the right to store all data uploaded by you whilst using the Services for an indefinite period of time.

4. Software licence

In order to use the Platform or Services provided by us, we grant you a worldwide, non-transferable, non-assignable, non-sublicensable, non-exclusive licence to use the Platform and associated Services, subject to these Terms. Within the scope of the licence, you may use the Platform in its unchanged form (excluding the amendments, modifications, and updates of the Platform performed by us) for the purpose for which the Platform has been designed and in the manner and within the scope of these Terms.
You are not permitted to modify, adjust, reverse engineer the Platform (or any parts of it whatsoever) or its content or the content of other Users. Your right to use the Platform within the scope of its common functionality (i.e. to create your own work) shall not be affected. Furthermore, you may not create any reproductions of the Platform (or any parts of it whatsoever), or of our software or its applications in any form, or disseminate the same except such parts of them that are open-source in accordance with the terms of such open source licence.

5. Registration and User Account

In order to use our Services you will be required to sign up for a user account on the Platform.
By registering for an account on our Platform, you represent that you are over 18 years old and agree to the terms of our Privacy and Cookies Policy and these Terms. If you are acting on behalf of a company when accepting these Terms and the Privacy and Cookies Policy , you also hereby declare to be authorized to perform such legal actions on behalf of that company (herein the term “you” shall mean the relevant company).
Upon registration on the Platform, a Contract shall be formed between us for the provision of our free Services and a user account shall be created for you with the e-mail address you used to register. During the registration process as well as at any later time you use the account and/or communicate with us, you are obliged to provide us with accurate and truthful data. Should any of the identification information be amended in the future, your obligation is to update such information in the Platform or in your user account without undue delay. In particular, we will send any relevant notices to you at the e-mail address attached to that account and that shall constitute valid notice. If the e-mail address is incorrect or not suitable it is up to you to update the e-mail address.
You must protect the login details of your account and prevent any third parties from using your account. We shall not be liable for any misuse of your account due to your failure to protect your account. Moreover, we shall be authorized to block your account or delete it completely including all the data provided therein without any further liability to you.

6. Basis of Subscription

The description of the Services on our Platform does not constitute a contractual offer to sell the Services. When an Order has been submitted on the Platform, we can reject it for any reason, although we will try to tell you the reason without delay.
The Order process is set out on the Platform. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the Ordering process correctly.
A Subscription will be formed for the ongoing provision of Services ordered when you click the “Sign Up” button and we confirm acceptance by sending you an e-mail confirming the Subscription (“Order Confirmation”). By placing an Order for a Subscription, you agree to us giving you confirmation of the Subscription by means of an email with all information in it (i.e. the Order Confirmation). You will receive the Order Confirmation within a reasonable time after , but in any event not later than the delivery of any Services supplied under the Contract.
If we are unable to accept your Order, we will inform you of this as soon as possible. This may be because you have been a customer in the past and we have had to terminate your Subscription due to a breach of these Terms, because a credit reference we have obtained for you does not meet our minimum requirements or because we have identified an error in the price or description of the Services(s).
No variation of the Subscription, whether regarding the description of the Services, Subscription Fees or otherwise, can be made after it has been entered into unless the variation is agreed by us in writing and authorized by a member of our senior staff.

7. Fees

Within the scope of your user account on the Platform or by means of the Platform, you may order a paid Subscription to use the Platform (an extended paid version as opposed to the basic version that is free of charge) or other Services in compliance with the up-to-date information and Fees provided for the given license or Service on the Platform or as otherwise agreed with us in writing.
You will be required to pay when using our online checkout service on the Platform by submitting your credit or debit card details with your Order.
Prices and charges include VAT at the rate applicable at the time of the Order.
All Fees must be taken through the Platform. We process payments using Stripe which are subject to the Stripe Services Agreement which are incorporated into these Terms by reference.
Unless agreed otherwise, you shall make the periodic payments for the license Subscription to use the Platform on a monthly basis (“Billing Period”). The Billing Period shall commence on the date of your first payment. The Subscription Fees are payable at the first date of the Billing Period for which it is valid. You agree that the Subscription Fees for the relevant Billing Period shall be deducted by us from the debit or credit card the details of which were provided by you when ordering the relevant Subscription. By agreeing to these Terms and purchasing a license, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or us. We (or our third party payment processor) will automatically charge you in accordance with the term of your Subscription (e.g., each month), on the calendar day corresponding to the commencement of your Subscription, using the payment information you have provided. If you have provided multiple payment methods, we reserve the right to charge the Subscription Fees to any payment method you have provided.
We reserve the right to increase the Subscription Fees of a given plan upon thirty (30) days prior written notice to you. You shall have the right to terminate the Subscription during that thirty (30) day period. If you do not terminate within this window you will be deemed to have accepted the increase and will be contractually bound to make payment of the new Subscription Fees and/or new credit prices from the subsequent Billing Period following its expiry.
For the avoidance of doubt, Subscription Fees are paid for the right and licence to access the Platform and Services. Consequently, non-usage of the Platform and/or Services does not relieve you of any obligation to make payment under these Terms.
You must pay all amounts due to us under these Terms or otherwise in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) including the costs of any financial transfer fees that may be incurred as a result of any payments to us in respect of the Services.
We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the maximum rate permissible by applicable law. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
Should you fail to make payment when overdue as stated on any invoice or demand from us, we shall have the right to suspend your access to the Services until payment is made in full along with any applicable interest.
In the event that payment remains outstanding for than sixty (60) days, we reserve the right to engage reputable debt collection agencies to recover monies owed to us. You acknowledge and agree that should this occur we shall be entitled to pass these costs on to you as part of your total debt along with any interest that has accrued.
You hereby agree to pay all applicable fees and/or charges under these terms, including interest, any debt collection fees that we incur as a result of late payment and any applicable taxes or charges imposed by any government entity, and that we may change its pricing at any time. Charges shall be calculated and billing shall be dated solely based on invoicing records maintained by us for purposes of billing. No other measurements or statistics of any kind shall be accepted by us or have any effect under these terms.

8. Term, Termination and Variation

Unless mutually agreed otherwise in writing, the Contract and any Subscription shall be for an indefinite period of time. Either we or you may terminate any such agreement for convenience on thirty (30) days’ notice by providing notice of cancellation via the Platform.
In addition we may terminate the Contract or your Subscription with immediate effect if:

You are delayed in payment of any amounts due to us under a Subscription for more than thirty (30) days; or
You breach these Terms in any way whatsoever (including, but not limited to, infringement of our intellectual property, the terms of the license or acceptable use).

When terminating the Contract, Subscription or revoking your User account, we may eliminate any data associated with such User account.
Termination shall be without prejudice to our accrued rights or your obligations post-termination.

9. Updates to the Platform and/or Services

If necessary (including but not limited to the market development, development of the Platform and related technologies and with respect to new risks associated with the Platform and the safety of its use), we may unilaterally amend the version hereof without notice to you, provided that such amendment does not materially adversely affect the features of your Subscription.
We may make amendments to the Platform and or/Services which do materially adversely affect the features of your Subscription on giving you thirty (30) days’ notice (“Amendment Notice Period”) in advance prior to its effectiveness by displaying the notification in your user account or otherwise on the Platform. Should you disagree with such an amendment, you may terminate the Contract within the Amendment Notice Period, effective on its expiry by canceling your User account (cancellation may be performed in your account settings). In the event that you terminate the Contract, you shall not be entitled to a refund of any Subscription Fees already paid but you shall be released from any further liability to pay such Subscription Fees from the expiry of the Amendment Notice Period. Should you fail to cancel your User account before the expiry of the Amendment Notice Period, you shall be deemed to accept such amendment which shall forthwith be incorporated into the terms of the Contract.

10. Intellectual property

We are the owner or the licensee of all intellectual property rights in our Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
“PxlBake“ is an unregistered trade mark and is legally protected by the laws of “passing off” and “unfair competition”. No rights are granted to Users or any third-parties to reproduce or use our trade mark for any purpose without prior written approval.
You are permitted to:

print off one copy or download extracts of any page(s) from our Platform for your personal use; and
draw the attention of third parties to content on our Platform PROVIDED THAT our status (and that of any identified contributors) as the authors of content on our Platform is always acknowledged.

However, you must not:

modify the paper or digital copies of any materials you have printed off or downloaded in any way;
use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or
use any part of the content on our Platform for any commercial purposes including resale without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our Platform in breach of these Terms, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
You agree that we may use your name, company name and logo as a reference in all types of promotion materials for marketing purposes free of charge. You may withdraw this permission by written communication at any time and without penalty.
Our status (and that of any identified contributors) as the authors of content on our Platform must always be acknowledged.

11. Viruses and maintenance

We do not warrant or guarantee that our Platform is free of errors, viruses, Trojan horses or other destructive or contaminating components or content. We provide no warranty or guarantee that our Platform is compatible with your computer equipment and are under no obligation to do so.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material or event that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform, the downloading of any content, or on any websites linked to it.
You are responsible for configuring your information technology, computer programmes and Platform to access our Platform. You should use your own virus protection software.
You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack.
We may, from time to time, temporarily suspend the operation of our Platform with or without prior notice, either wholly or in part for repair or maintenance work or for the purposes of updating or otherwise improving its content, features or functionality.

12. Linking to our Platform

You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. We prefer that you link to our Platform through the framing links provided through your Subscription only.
You must not, without explicit permission:

establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
establish a link to our Platform in any website that is not owned by you; or
link to any website that contains fraudulent, false, misleading or deceptive information; or defamatory, libellous, obscene, pornographic, vulgar or offensive content; or promotes discrimination, racism, hatred, harassment or harm toward any third-party; or promotes violence or actions that are threatening to any third-party; or promotes illegal or harmful activities.

We reserve the right to withdraw linking and framing permission without notice.

13. Third-party Links on our Platform

Where our Platform contains links to other Platforms and resources provided by third-parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked Platforms or information you may obtain from them. We have no control over the contents of those Platforms or resources.

14. Confidentiality

We undertake not to disclose any confidential information regarding your circumstances to any third-parties except as provided for under these Terms or under our Privacy and Cookies Policy. However, we may disclose your confidential information:

to our employees, officers, representatives, subcontractors or advisers who require such information for the purposes of carrying out their obligations under these Terms; or
as may be required by the law of a court of competent jurisdiction or any governmental or regulatory authority.

15. Successors and our sub-contractors

We can transfer the benefit of these Terms to someone else, however we will remain liable to the other for its obligations under these Terms. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
You may only transfer your rights or your obligations under these Terms to another person or entity if we agree to this in writing.
No person who is not a party to these Terms shall have any rights to enforce any of its provisions and these Terms can be varied without any third party's consent. Neither of us will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms.

16. Circumstances beyond the control of either party

In the event of any failure by a party because of something beyond its reasonable control:

the party will advise the other party as soon as reasonably practicable; and
the party's obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the User's above rights relating to delivery and any right to cancel.

17. Privacy

Your privacy is critical to us. We respect your privacy and comply with the UK GDPR with regard to your personal information.
These Terms should be read alongside, and are in addition to our policies, including our Privacy and Cookies Policy.
For the purposes of these Terms:

'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.
'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.
'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to the Directive 95/46/EC (Data Protection Directive) or the GDPR.
'UKGDPR' means the Data Protection Act 2018 and associated legislation.

We are a Data Controller of the Personal Data we Process in providing the Services to you.
Where you supply Personal Data to us so we can provide the Services to you, and we Process that Personal Data in the course of providing services to you, we will comply with our obligations imposed by the Data Protection Laws:

before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
we will only Process Personal Data for the purposes identified;
we will respect your rights in relation to your Personal Data; and
we will implement technical and organisational measures to ensure your Personal Data is secure.

For any enquiries or complaints regarding data privacy, please contact us.

18. Reliance on our Platform

The content on our Platform is provided for general information only and is not intended to amount to advice on which you should rely.
Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.

19. Prohibited use

You may not use the Platform for any of the following purposes:

in any way which causes, or may cause, damage to the Platform or interferes with any other person's use or enjoyment of the Platform;
in any unlawful or fraudulent manner;
to transmit, or to procure the transmission of any unsolicited marketing materials to us;
in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform; or
making, transmitting or storing electronic copies of content protected by copyright without the permission of the owner.

20. Disclaimer

We shall not be liable for any of your unlawful actions in connection to the usage of the Platform or Services with respect to third parties (e.g. breach of intellectual property rights, obscene or otherwise illegal content, rights to the name or company name, unfair competition, breach of terms of websites or applications and programmes of third parties). You shall indemnify us on a full indemnity basis for all costs and losses that we suffer as a result of any claims that arise from your illegal or negligent use of the Platform and Services.
We make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Platform and its functionalities, Services or any content or the fitness for purpose thereof. We do not represent or warrant that (a) the use of the Platform or Services will be completely secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Platform (and its functionalities) and Services will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the Platform, configuration or services will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the services or the server(s) that make the Platform and Services available are free of viruses or other harmful components. The Platform and Services and all content is provided to you strictly on an “as is” basis.
We shall not be liable for any defects of the Platform (or its functionalities) or Services arising due to unauthorised interference with the Platform, or the use of Platform.
You acknowledge that the Platform and the Services may not be available constantly. We may perform their planned or unplanned downtime in order to perform the inspection, maintenance, update or replacement of hardware or software. Their availability may also be limited due to other reasons, including but not limited to, power cuts, data network loss, other failures caused by third parties or caused to the devices of third parties or due to force majeure events.

21. Limitation of liability

Nothing in these Terms shall limit or exclude our liability for:

death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation; or
any matter in respect of which it would be unlawful for us to exclude or restrict liability.

Except to the extent expressly stated in Clause 21.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
Subject to Clause 21.1:

we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Services under such Contract.

22. General

These Terms may be varied by us from time to time. Such revised terms will apply to the Platform from the date of publication. Users should check the Terms regularly to ensure familiarity with the then current version.
These Terms contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms.
If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

22. Governing law, jurisdiction and complaints

The Contract (including any non-contractual matters) is governed by the law of England and Wales.
Disputes can be submitted to the jurisdiction of the courts of England and Wales to the exclusion of others forums.
We try to avoid any dispute, so we deal with complaints in the following way: If a dispute occurs, Users should contact us to find a solution. We will aim to respond with an appropriate solution within 5 days.