Master service terms

These terms govern how NekoPixel Tech Ltd delivers technology consulting, engineering, and ongoing managed services. By signing a statement of work with NekoPixel you agree to these terms. Last updated 3 October 2025.

1. Definitions

"Agreement" refers to these terms together with any statement of work, proposal, or order form executed between NekoPixel Tech Ltd ("NekoPixel") and the client.
"Services" means the professional or managed services that NekoPixel delivers as outlined in the applicable statement of work.
"Deliverables" are the software, documentation, reports, or other work products created by NekoPixel for the client.

2. Scope of services

Services commence on the start date stated in the applicable statement of work once the client has provided required access, materials, and the commencement payment.
Changes to scope, timelines, or deliverables must be agreed in writing through a change request that may adjust fees and schedules.

3. Client responsibilities

Provide accurate information, timely feedback, and necessary system access to support delivery.
Assign a primary contact who can approve milestones, manage escalations, and coordinate internal stakeholders.
Ensure any third-party dependencies (for example, vendors, licences, or datasets) are available when required.

4. Fees and payment

Invoices are issued according to the schedule in the statement of work. Unless otherwise stated, payment terms are net 15 days.
Late payments may incur interest at 1.5 percent per month (or the maximum rate permitted by law) plus any collection costs.
NekoPixel may suspend work after providing written notice if invoices remain unpaid for more than 20 days beyond the due date.

5. Intellectual property

All pre-existing intellectual property owned by either party remains their property.
Upon full payment, NekoPixel assigns to the client all rights, title, and interest in the deliverables, excluding reusable tools, accelerators, or libraries developed independently by NekoPixel.
NekoPixel grants the client a perpetual licence to use any reusable components embedded in the deliverables for the client's internal business purposes.

6. Confidentiality

Each party will protect the other party's confidential information using the same degree of care it uses for its own sensitive information, but no less than reasonable care.
Confidential information may be disclosed when required by law provided the receiving party gives prompt notice to the other party where legally permissible.

7. Warranties and disclaimers

NekoPixel warrants that services will be performed with reasonable skill and care by qualified professionals.
Except as expressly stated, services and deliverables are provided on an 'as is' basis and NekoPixel disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.

8. Limitation of liability

Neither party is liable for indirect, incidental, consequential, special, or punitive damages arising from the agreement.
Each party's total liability is limited to the fees paid or payable for the services giving rise to the claim during the 12 months prior to the event, except for breaches of confidentiality or indemnified claims.

9. Term and termination

Either party may terminate the agreement for material breach if the breach is not remedied within 15 days of written notice.
Upon termination, the client will pay for services performed up to the termination date and NekoPixel will deliver any work in progress that has been paid for.

10. Governing law

This agreement is governed by the laws of the State of Delaware, excluding its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

11. General

Neither party may assign the agreement without the other party's consent, except to an affiliate or in connection with a merger or acquisition.
Notices must be delivered by email and confirmed receipt, or by courier to the addresses listed on the statement of work.
These terms may be updated from time to time. Updates become effective on posting to this website and apply to new or renewed statements of work.

Questions about these terms? Email legal@nekopixel.tech or use the contact options on the home page.