Terms & Conditions (ControlWeb Engine + Services)

1. Legal Entity and Notice Address

Provider: 9ASSETS LLC LTD. (trading as Xpert Pixel©)
Registered office: 20-22 Wenlock Road, London, England, N1 7GY
General contact: info@xpertpixel.com

2. Definitions

• ControlWeb Engine: our AI-assisted website strategy, architecture, generation, and orchestration system, including supporting tooling and workflows.
• Services: strategy, design, development, implementation, optimization, support, advisory, integrations, and related deliverables.
• Input: data/content provided by you (prompts, assets, documents, brand material, instructions, credentials, datasets).
• Output: generated or assisted content (copy, code, layouts, recommendations, architecture, analysis, plans).
• Client Deliverables: project outputs expressly included in paid scope under an applicable order/SOW.
• Order Documents: proposal, quote, order form, SOW, MSA, or other written commercial terms signed or accepted by the parties.

3. Scope and Order of Precedence

These Terms apply to all visitors, leads, and customers unless superseded in whole or in part by Order Documents. Where documents conflict, precedence is: (1) signed MSA, (2) signed SOW/order form, (3) accepted proposal/quote, (4) these Terms.

4. Eligibility and Authority

• You represent you have legal capacity and authority to accept these Terms.
• If acting for an entity, you represent authority to bind that entity.
• You are responsible for users accessing services through your organization or account context.

5. Access Tiers, Beta Features, and Service Evolution

• Some features are invite-only, pilot, preview, or beta and may be modified, paused, restricted, or discontinued at any time.
• We may update models, prompts, orchestration methods, integrations, and UI/UX for quality, reliability, legal, security, or operational reasons.
• No specific uptime, latency, compatibility, or feature continuity is guaranteed unless explicitly committed in signed writing.

6. Acceptable Use and Restricted Activities

You must use our website/services lawfully and in good faith.

7. Inputs, Data Rights, and Responsibility for Content

• You must have all rights, permissions, and legal bases to provide Input and request processing.
• You must not submit content that violates rights, confidentiality duties, or law.
• You are responsible for accuracy, legality, substantiation, and claims made in final published materials.
• You are responsible for retaining backups of your own critical source data and assets.

8. AI Output Characteristics and Human Review Requirement

• Output may be probabilistic, incomplete, non-unique, outdated, or unsuitable for your specific jurisdiction/use case.
• Human review and business/legal validation are mandatory before production deployment.
• We do not guarantee Output is error-free, original, non-infringing, or fit for every purpose without additional review and adaptation.

9. Intellectual Property, Copyright, and Licensing

9.1 Our retained rights

All rights in our pre-existing and independently developed materials remain ours (or our licensors'), including engine logic, architecture, prompts, templates, methods, playbooks, workflows, scripts, utility libraries, and know-how.

9.2 Client deliverables rights

Rights in client-specific final deliverables are assigned or licensed as defined in applicable Order Documents, and only after full payment of due amounts unless otherwise agreed.

9.3 Third-party components

Deliverables may include third-party/open-source components governed by their own licenses and obligations. You agree to comply with those terms.

9.4 Portfolio/public reference

Unless restricted by contract, we may reference non-confidential high-level project facts (name/logo/scope snapshot) for portfolio and capability statements.

9.5 Feedback license

You grant us a perpetual, worldwide, royalty-free, transferable license to use feedback, ideas, and suggestions without obligation.

10. Trademarks and Brand Usage

Xpert Pixel©, ControlWeb, associated marks, and design identifiers are protected by copyright, trademark, and related IP law. No right is granted to use our marks except with prior written permission or as explicitly provided in signed documents.

11. Fees, Billing, Taxes, and Collection

12. Refunds, Change Requests, and Scope Control

• Refund terms follow signed commercial terms and mandatory law.
• Custom strategy, engineering, and implementation work already performed is generally non-refundable.
• Out-of-scope requests may require timeline and fee adjustment under change control.

13. Confidentiality and Non-Disclosure Baseline

Each party must protect non-public technical, commercial, and strategic information with reasonable safeguards and use it only for legitimate service purposes, except where disclosure is required by law, court order, or regulator request.

14. Data Protection and Privacy

Personal data handling is described in our Privacy Policy. Where needed, supplemental controller/processor clauses may apply depending on the service model and applicable law.

15. Security, Incident Response, and Residual Risk

• We implement risk-based technical and organizational safeguards proportionate to service context.
• No internet-connected system is absolutely secure or uninterrupted.
• You acknowledge residual risk and agree to maintain your own security controls, credentials hygiene, and endpoint protections.

16. Third-Party Dependencies and Ecosystem Risk

Services may depend on infrastructure, model providers, APIs, analytics, payment rails, registrars, DNS/CDN, hosting, and messaging platforms controlled by third parties. We are not liable for third-party outages, API changes, deprecations, moderation outcomes, policy shifts, or pricing changes outside our control.

17. Performance Statements and No Guaranteed Business Outcome

Any projections, examples, speed estimates, conversion assumptions, or performance targets are indicative unless expressly guaranteed in signed writing. Market behavior, ad channels, offer quality, and operational execution remain material external factors.

18. Warranties and Disclaimers

To the fullest extent permitted by law, services and output are provided "as is" and "as available". We disclaim implied warranties of merchantability, title, non-infringement, uninterrupted operation, and fitness for particular purpose except where such exclusions are prohibited by law.

19. Limitation of Liability

To the fullest extent permitted by law:

• neither party is liable for indirect, incidental, consequential, punitive, or special damages (including lost profit, lost revenue, lost data, lost opportunity, or business interruption);
• our aggregate liability for claims related to the services is capped at the amounts paid by you for the specific services giving rise to the claim during the relevant contractual period;
• nothing excludes liability that cannot be excluded under applicable law.

20. Indemnification

You agree to indemnify, defend, and hold harmless 9ASSETS LLC LTD., Xpert Pixel, affiliates, officers, and contractors against claims, losses, costs, and liabilities arising from (a) your Inputs, (b) unlawful use, (c) rights infringement, (d) breach of these Terms, or (e) your regulated-activity non-compliance.

21. Suspension, Restriction, and Termination

We may suspend, restrict, or terminate access for legal risk, security threats, abuse, sanctions risk, policy breach, non-payment, or material breach. Rights and obligations that by nature should survive termination remain in force (including payment, IP, confidentiality, liability limitations, and dispute clauses).

22. Export Controls and Sanctions Compliance

You represent that you are not restricted by applicable export control or sanctions rules and will not use services in prohibited jurisdictions, for prohibited end-users, or prohibited end-uses in violation of law.

23. Anti-Bribery and Ethical Conduct

Each party will comply with applicable anti-bribery, anti-corruption, and anti-fraud laws and will not request, offer, or authorize improper payments or advantages in connection with services.

24. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including major infrastructure failure, internet disruption, labor events, natural disasters, cyber incidents, supplier failure, or government/regulatory action.

25. Assignment and Subcontracting

You may not assign obligations without prior written consent. We may assign to affiliates or successors and may use subcontractors while remaining responsible for managed scope unless otherwise agreed.

26. Governing Law and Dispute Venue

These Terms are governed by the laws of England and Wales, unless mandatory local law requires otherwise. Courts of competent jurisdiction under that legal framework will resolve disputes, subject to any arbitration or venue clauses in signed Order Documents.

27. Changes to Terms

We may update these Terms from time to time. Material revisions become effective as stated by updated date and/or additional notice. Continued use after effective date constitutes acceptance to the extent permitted by law.

28. Severability, Waiver, and Entire Agreement

If a clause is unenforceable, remaining clauses continue in effect. Failure to enforce a clause is not a waiver. These Terms together with relevant Order Documents constitute the entire agreement for covered services.

29. Contact for Legal and Compliance Notices

For legal/compliance notices and contractual communications: info@xpertpixel.com

Related document: Privacy Policy