Terms & Conditions

• Client: the natural person or legal entity that accepts a quote or places an order.
• Consumer: a natural person acting for purposes outside their trade, business, craft, or profession.
• In Writing / Written: includes email and e-signature.
• Start Date: the date of order confirmation or as stated in the quote.
• Deposit Date: the date the deposit is received by Proof of Pixel.
• Delivery: the agreed pages or flows are live and have been tested.

1.1 These Terms apply to all quotes, assignments, and agreements of Proof of Pixel, notwithstanding any conflicting provisions in the Client's documents.

1.2 By approving a quote or confirming an order, the Client confirms having read and accepted these Terms.

1.3 Proof of Pixel contracts exclusively with businesses acting in their trade, business, craft, or profession (B2B) and does not knowingly enter into agreements with a Consumer. Proof of Pixel may decline or terminate any order or account where the counterparty is found to be acting as a Consumer.

2.1 Quotes are valid for 14 calendar days unless stated otherwise and are non-binding until accepted by the Client.

2.2 The agreement is formed when the Client confirms the quote unchanged (email/e-signature) or places an order; it replaces all prior agreements and communications.

2.3 Quotes are indivisible: partial execution does not entitle the Client to partial pricing unless explicitly agreed.

2.4 Work starts after receipt of the deposit (unless stated otherwise).

2.5 Quotes do not automatically apply to future assignments.

3.1 Cancellation is possible as long as Proof of Pixel has not started, subject to a cancellation charge of 25% of the quoted price (minimum €200), reflecting the planning and administrative costs already incurred.

3.2 If work has started, the Client pays for (i) completed services and incurred costs, plus (ii) 30% of the remaining quoted balance as compensation for lost planning capacity and administrative costs, without prejudice to Proof of Pixel's right to claim higher proven damages.

4.1 Planned (interim) delivery dates are indicative unless explicitly agreed in writing as binding.

4.2 Client delay rule: if the Client provides input/content/access/feedback late or changes scope, any (binding) deadlines are automatically extended accordingly. Billing milestones remain unchanged (see Article 6).

4.3 The Client provides all required information, materials, access, and decisions in a timely manner, ideally within 24 to 48 hours, and reviews (interim) deliverables within the requested timeframe.

5.1 Proof of Pixel delivers an obligation of means/best efforts, not an obligation of result.

5.2 The Client must test each (pre)version within 30 days after it is made available and report defects in writing, clearly and reproducibly (including environment/versions/screenshots/steps). Proof of Pixel will remedy within a reasonable time to the extent within its control.

5.3 Exclusions: incorrect/unauthorized use; modifications by the Client/third parties; hosting/network/power issues; third-party software; data loss; force majeure. Fixes outside warranty are billed at standard rates.

5.4 If remedy is not reasonably possible, liability is limited to a proportional discount for the non-delivered elements (per the accepted quote).

5.5 For 14 days after launch, Proof of Pixel fixes bugs directly caused by its own changes at no charge, unless already covered by an ongoing collaboration. This does not extend the warranty period in 5.2 or replace a maintenance contract for new work (see 21.4).

6.1 Proof of Pixel is not currently registered for VAT in the UAE and remains below the mandatory registration threshold; no VAT is charged on invoices. If this changes, VAT will be added in accordance with applicable law. Prices follow this schedule:

• Two installments: 50% deposit payable upon order/signature; the remaining 50% is automatically invoiced 5 weeks after order/signature (the Start Date), regardless of project progress and regardless of any delay by the Client in providing information, content, access, or input.
• Full payment: alternatively, the full amount is payable upon order/signature, as stated in the quote.
• Ongoing collaboration (retainers/subscriptions): invoiced monthly in advance (see 7.5).

6.2 Invoices are payable on the due date via bank transfer or automatic collection (see 6.5).

7.1 Initial term: subscriptions have a minimum duration of 3 months from the Start Date. Early termination during this period is not possible unless Proof of Pixel agrees in writing, in which case remaining months are payable.

7.2 Automatic renewal: after the initial term, renewal is monthly.

7.3 Termination (B2B): after the initial term, either party may terminate with 2 months notice from receipt of termination (by email to business@proofofpixel.agency unless another address is specified).

7.4 Termination (B2C): after the first renewal, the Consumer may terminate at any time without penalty, with 2 months notice (always within legal maximum notice periods).

7.5 Billing & termination month: subscriptions are billed monthly in advance. Termination does not affect the current invoiced month; started/invoiced months are non-refundable.

8.1 Complaints regarding (interim) deliverables must be submitted within 8 days after (interim) delivery, reasoned, and in writing (email with confirmation of receipt or registered letter).

8.2 Invoice disputes must be submitted within 8 days from the invoice date. If not disputed in time, the invoice is deemed definitively accepted.

9.1 Proof of Pixel acts with due care (best efforts) and is not liable for errors caused by incorrect/incomplete input or unauthorized changes by the Client/third parties.

9.2 Total contractual and extra-contractual liability is limited to: (a) for one-time projects, the total invoice value of the relevant project; (b) for subscriptions, retainers, or other ongoing services, the fees paid in the preceding 12 months. Indirect/consequential damages (loss of profit, data loss, reputational damage, business interruption) are excluded. The limitations and exclusions in this Article do not apply in cases of intent or gross negligence, or to any liability that cannot be limited or excluded under applicable mandatory law.

9.3 Proof of Pixel may engage third parties; its liability does not exceed what such third party accepts.

9.4 Client Warranty & Indemnification. The Client warrants that it holds all necessary rights, licenses, and consents for any content, materials, data, or instructions it supplies to Proof of Pixel, and that use of such materials as instructed does not infringe any third party's rights or applicable law. The Client indemnifies and holds Proof of Pixel harmless against any third-party claims, damages, fines, or costs arising from Client-supplied content, materials, or instructions.

10.1 Error-free operation of IT systems can never be guaranteed. The Client is responsible for adequate backups and data security. Proof of Pixel is not liable for (corruption of) data or restoration of data files.

11.1 Unless agreed otherwise in writing:

• Visual design: after full payment, assignment/transfer of copyrights to the broadest extent permissible by law.
• Code/themes/plugins/CMS: the code written for the Client belongs to the Client and is built in the Client's own accounts and repositories from the start (see Article 13). Proof of Pixel's general development tooling and third-party software remain the property of Proof of Pixel or those third parties, used under their licenses.
• Third-party content (stock/photos/illustrations/fonts): usage per respective licenses; Proof of Pixel provides no warranty of rights beyond those licenses.

11.2 Until full payment, Proof of Pixel retains a right of retention and may temporarily restrict access/implementation.

12.1 Hosting and domains may be provided via specialized partners under their SLA (available upon request).

12.2 Hosting is billed per calendar year or via maintenance contract; termination requires at least 2 months notice before renewal (email with confirmation of receipt or registered letter). Late termination means the next year is due.

12.3 Content on systems remains the responsibility of the Client.

12.4 Backups made by Proof of Pixel (if any) are internal and without guarantee; the Client remains responsible.

12.5 Exceeding package limits results in automatic upgrade with pro-rata billing.

13.1 Source files and code live in the Client's own accounts and repositories from the start. Where a handover requires significant additional work (such as migration to Client-controlled infrastructure, or configuration to keep systems running with minimal downtime), that work is quoted separately and agreed in advance.

14.1 In case of material breach not remedied within 8 days after formal notice (email with confirmation of receipt or registered letter), Proof of Pixel may (i) suspend or (ii) terminate immediately. Non-payment is always a material breach.

14.2 Upon termination: payment for all delivered services + expenses, plus 30% of the remaining quoted balance as compensation for lost planning capacity and administrative costs. Deposits are non-refundable. Proof of Pixel may claim higher proven damages.

15.1 Parties keep confidential information and trade secrets confidential, including after the agreement ends.

16.1 For hosting/technical services, Proof of Pixel acts as processor and the Client as controller. This processing falls under the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021), and additionally under the EU General Data Protection Regulation (GDPR) whenever the Client is an EU-based controller processing personal data of EU data subjects. The Client warrants lawful basis, information duties, and data subject rights compliance under the applicable law.

16.2 Proof of Pixel processes contact details of Client contacts for client management and delivery; data subjects have access and rectification rights.

16.3 For any project involving the collection or processing of personal data (including forms, profile tools, or data-driven modules), Proof of Pixel provides a Data Processing Agreement (DPA) as standard, executed alongside the main agreement. In case of conflict between this clause and the DPA, the DPA prevails.

16.4 Data collected through tools set up by Proof of Pixel on the Client's behalf (e.g. Brevo, CRM, analytics) — including the Client's own leads, contacts, and customer data — remains the property of the Client, regardless of which account or platform it is stored in.

16.5 Proof of Pixel notifies the Client of any personal data breach without undue delay, and in any event within 48 hours of becoming aware of it.

16.6 Where the Client is established in the EU/EEA, appropriate international transfer safeguards (including EU Standard Contractual Clauses) are available and will be executed upon request or as required by applicable law.

17.1 The Client agrees Proof of Pixel may reference the work in its portfolio.

17.2 A discreet subfooter credit link to Proof of Pixel is placed by default. Removal can be agreed for a one-time fee of €60.

18.1 Force majeure (including strikes, government measures, power/network issues, and outages of third-party services such as Sanity, GitHub, Wordpress, Cloudflare, Shopify, Klaviyo, Brevo or any other software providers used by us) temporarily and proportionally releases both parties from their obligations without compensation.

18.2 If force majeure continues, parties may revise or terminate by mutual agreement; delivered services remain payable.

19.1 If any provision is invalid, the remaining provisions remain in force. Parties replace the invalid provision with one that best matches the original intent.

20.1 UAE law applies. Exclusive jurisdiction: DIFC Courts, Dubai, for B2B, without prejudice to Proof of Pixel's right to sue in the Client's jurisdiction where applicable.

21.1 The first (interim) version is delivered within the timeframe stated in the quote, subject to timely Client input/feedback.

21.2 If written feedback is not provided within 14 days after sending an (interim) version, that version is deemed approved.

21.3 Where a website is built on WordPress, it uses standard WordPress technology (theme + plugins) and not everything is infinitely customizable on that stack. This does not apply to projects built on other technology (e.g. custom code on Cloudflare, or Shopify).

21.4 Without a maintenance contract, post-delivery support is not included and is billed at the hourly rate.

21.5 The Client owns their domain name. If moved, the hosting environment at Proof of Pixel expires/ends.

Access & Cooperation

22.1 The Client provides all required access (Meta/Instagram, Facebook, Google Ads, TikTok Ads, X Ads, LinkedIn, etc.) and is responsible for the accuracy/rights of supplied texts/images/claims.

Campaign Setup & Go-Live

22.2 For advertising packages, Proof of Pixel delivers a campaign proposal. If no comments are received within 5 business days, Proof of Pixel may launch campaigns as proposed.

Budget & Pauses

22.3 Proof of Pixel spends the purchased budget during the campaign period. Unspent budget rolls over to the next campaign month. Packages with a term of ≥ 3 months may be paused once for up to 1 month (not in the first or last month), without extending the total term.

Ownership & Data

22.4 Client accounts/profiles remain Client property. Campaign settings/structures/scripts/templates/analytical models created by Proof of Pixel remain Proof of Pixel property. Export of raw platform data is possible where platforms allow.

Best Efforts & Platform Risk

22.5 Proof of Pixel provides best efforts and does not guarantee results (algorithms/auctions/policies change). Rejection, restriction, or bans by platforms are outside Proof of Pixel's responsibility.

Platform Policy Compliance

22.6 The Client is responsible for compliance with platform rules (Meta/Google/TikTok/X/LinkedIn, etc.). Proof of Pixel may refuse or adjust ads if they (may) violate law or platform policies. Delays/extra work caused by required changes are billed time & materials.

Reporting

22.7 Reporting is provided where possible on a monthly basis and is indicative (measurement fluctuations, attribution changes, platform latency).

23.1 Without a maintenance contract, Proof of Pixel does not guarantee updates or security patches.

23.2 Licenses for themes/plugins are provided under third-party terms; expired licenses may limit functionality.

23.3 Major CMS/plugin updates may impact custom work; fixes are billable as additional work.

24.1 The Client manages their own accounts, 2FA, and passwords and shares them via secure channels. Proof of Pixel works with named, least-privilege access wherever possible and does not store Client passwords.

24.2 Misuse by third parties via Client accounts is outside Proof of Pixel's liability.

25.1 Changes that affect functionality/scope/planning are confirmed via change request. Unless the quote states otherwise, up to 2 revision rounds are included; new flows, major redesigns, complex integrations, or additional content migrations fall outside scope and are quoted separately in advance.

25.2 Financial/quality implications are additionally payable; Proof of Pixel informs the Client in advance.

26.1 During the collaboration and for 12 months thereafter, the Client shall not actively solicit employees/regular freelancers of Proof of Pixel without prior written consent. Breach results in liquidated damages equal to three months' salary or three months of average invoicing for the person involved (whichever is higher), without prejudice to higher proven damages.

27.1 Parties recognize email as valid evidence.

27.2 Work logs, interim acceptances, and timesheets may be confirmed digitally.

27.3 Proof of Pixel provides one central channel for scope, timeline, links, deliveries, and decisions, plus WhatsApp for quick communication. Scattered, separate email threads are avoided where possible.

28.1 Proof of Pixel may assign or transfer this agreement, in whole or in part, to a successor entity in connection with a merger, acquisition, corporate restructuring, or sale of substantially all its assets, provided the successor assumes all obligations under these Terms. The Client will be notified of any such assignment.

28.2 The Client may not assign or transfer this agreement without Proof of Pixel's prior written consent.

29.1 Proof of Pixel may terminate the agreement, in whole or in part, at any time and without cause, with immediate effect upon written notice. This right applies to one-time project work and to ongoing collaborations (retainers/subscriptions) alike, and applies notwithstanding the minimum term and notice period set out in Article 7.

29.2 Upon such termination, the Client pays for all services delivered and costs incurred up to the termination date. Deposits already paid remain non-refundable. For ongoing collaborations, no fees are charged for any period after the termination date. No further compensation is due to either party.