Terms and Conditions
3.1 The fees payable for the performance of the services are as set out in the CLIENT PURCHASE ORDER under Payment Terms. Icing Digital Ltd shall invoice the Client for the services. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing a purchase order before any services can be provided.
3.2 Invoiced amounts become payable within 7 days of receipt of invoice. Prompt payment is necessary. Statutory interest, ie, 8% plus the Bank of England base rate, will automatically apply on a daily basis to late payment.
3.3.a Full fees upfront: Icing Digital Ltd charges full fees upfront on all projects as standard operating procedure, save for instances where expressly arranged otherwise by prior written agreement.
3.3.b Split payment: Split payment or in other words, payment in phases, is only permitted via Icing Digital Ltd’s pro-forma document which has been duly signed by the Client and categorically not by phone or email communication with a member of staff. No variation to existing Payment Terms is possible unless executed by Icing Digital Ltd’s pro-forma document which has been duly signed by the Client and is properly processed by Icing Digital Ltd’s Legal Department and Accounts Team.
3.4 Icing Digital Ltd reserves the right to suspend or cancel services if a Client account is not cleared within 7 working days of sign up. If a Client has ordered multiple projects, Icing Digital Ltd reserves the right to suspend all services until an overdue account is settled.
3.5 Icing Digital Ltd VAT registration is GB 844597779.
3.6 Split payment: Where split payment has been permitted by prior written agreement, the Client accepts full liability for the total sum of the project from the outset notwithstanding the separate components of the Payment Terms being linked to milestones achieved in project development.
3.6.a Design sign-off: Payment shall be made upon signing the Design Integration Letter it being understood that only after any outstanding balances have been cleared will the design be integrated.
3.6.b Website completion: Payment shall be made upon signing the Go Live Letter it being understood that only after any outstanding balances have been cleared will the Go Live process be activated. Regardless of whose server will ultimately host the project files, it is understood that no Go Live request will be entertained until any outstanding balance has been cleared in full first.
3.6.c Client’s own server: All outstanding balances must be cleared in full before any files can be released or uploaded onto a Client’s server (unless stipulated otherwise on the Client Purchase Order).
4.1 To enable Icing Digital Ltd to perform its obligations under this Agreement the Client shall:
4.1.a co-operate and provide prompt responses to request for feedback, content, necessary access codes (such as Google analytics, ebay, amazon, payment gateway) and other information that may be required in order to complete the project. ;
4.1.b Appoint a Project Co-ordinator and make him available to co-ordinate with Icing Digital Ltd support team.
4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.1.e Client confirms that instructions issued by project co-ordinator will presumed to final and official instructions.
4.1.f Provide all instructions, feedback in written format via emails or by logging onto Icing Digital Ltd CRM if available for use.
4.1.g When requested for feedback, Client is required to review the entire project, and to provide feedback in one complete document, which bullet-lists every individual amendment.
4.2 The Client shall be liable to compensate Icing Digital Ltd for any expenses incurred by Icing Digital Ltd as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Icing Digital Ltd may be entitled, in the event that the Client pre-maturely terminates or cancels the services agreed to in the CLIENT PURCHASE ORDER, the Client shall be liable to pay Icing Digital Ltd the full value of the contract. In instance where client has paid in advance for the services, client acknowledges no refunds will be awarded.
4.4 In the event that the Client or any third party, not being a sub-contractor of the Icing Digital Ltd, shall omit or commit anything which prevents or delays Icing Digital Ltd from undertaking or complying with any of its obligations under this Agreement, then the Icing Digital Ltd shall notify the Client as soon as possible and:
4.4.a Icing Digital Ltd shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Icing Digital Ltd shall notify the Client at the same time if it intends to make any claim for additional costs.
5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Icing Digital Ltd. On receipt of the request for alterations Icing Digital Ltd shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Icing Digital Ltd gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Icing Digital Ltd by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Icing Digital Ltd gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter Icing Digital Ltd shall perform this Agreement upon the basis of such amended terms.
6 SEO Services (Search Engine Optimisation)
6.1 SEO services are offered on a rolling minimum fix term (term of the contract is included on the order form), and upon conclusion of the minimum fixed term, the contract will renew automatically. However, client can cancel the contract any time after the fixed term has elapsed by giving 30 days written notice.
6.2 The Client acknowledges SEO services are provided on pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed to allow the client to pay for services in instalments, full value of the contract will become due in case of early cancellations.
6.3 Icing Digital Ltd shall provide the SEO Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
6.4 Icing Digital Ltd does not provide guarantee for neither 1st page positions on the search engines, traffic levels, or increase in revenue. Furthermore, the Client understands that
6.4a The times for websites to appear on search engine listings vary and the Company can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the SEO Services being performed.
6.4b The Company cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the SEO Services.
6.4c The Company accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
6.4d The Company makes no guarantee that the SEO Services will result in the Website appearing in the top 10 search results on the Designated Search Engines.
6.4e The Company reserves the right to modify or adapt the SEO Proposal during contractual performance in order to optimise service delivery to the Client and as far as possible will endeavour to keep the Client informed about any such changes or modifications.
6.5 Icing Digital Ltd performs both on-site and off-site activities to help client’s website increase its presence on the search engines and earn more traffic. However, if the client’s website is not hosted by Icing Digital Ltd, then in such cases, Icing Digital Ltd will only act as a consultant advising client’s development team with all the corrections that website needs.
6.6 Icing Digital Ltd shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
6.7 Icing Digital Ltd requires the Client’s access credentials for FTP, Dataabase, google analytics and webmaster tools in order to provide the SEO Services.
6.8 The Client hereby authorises Icing Digital Ltd to use the Client’s abovementioned access credentials solely for the purposes of providing the SEO Services. All such information is hereby designated Confidential Information and shall be treated accordingly.
6.9 The Client authorises Icing Digital Ltd to make necessary changes on the website in order to perform SEO services.
6.10 The Client shall provide the Required Information and the Required Materials to Icing Digital Ltd in order for the Company to perform its services.
6.11 In the event that any of the Required Information, or any other information supplied by the Client to Icing Digital Ltd (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the SEOServices by Icing Digital Ltd, the Client shall inform Icing Digital Ltd of the same without undue delay
Icing Digital Ltd shall not be liable for any delays in the provision of the SEO Services that may result from the Client’s failure to comply with any of its obligations.
7 Social media marketing services
7.1 Social Media Marketing services are offered on a rolling minimum fix term (term of the contract is included on the order form), and upon conclusion of the minimum fixed term, the contract will renew automatically. However, client can cancel the contract any time after the fixed term has elapsed by giving 30 days written notice.
7.2 The Client acknowledges Social media marketing services are provided on pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed to allow the client to pay for services in instalments, full value of the contract will become due in case of early cancellations.
7.3 Icing Digital Ltd shall provide the Social Media Marketing Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
7.4 Icing Digital Ltd shall ensure that regular activity takes place on all of the social media platforms listed on the order.
7.5 Icing Digital Ltd shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
7.6 Icing Digital Ltd requires the Client’s access credentials for the social media platforms set out in the order form in order to provide the Social Media Marketing Services.
7.7 The Client hereby authorises Icing Digital Ltd to use the Client’s abovementioned access credentials solely for the purposes of providing the Social Media Marketing Services. All such information is hereby designated Confidential Information and shall be treated accordingly.
7.8 The Client shall provide the Required Information and the Required Materials to Icing Digital Ltd in order for the Company to perform its services.
7.9 In the event that any of the Required Information, or any other information supplied by the Client to Icing Digital Ltd (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the Social Media Marketing Services by Icing Digital Ltd, the Client shall inform Icing Digital Ltd of the same without undue delay.
7.10 Icing Digital Ltd shall not be liable for any delays in the provision of the Social Media Marketing Services that may result from the Client’s failure to comply with any of its obligations.
7.11 Icing Digital Ltd shall undertake various activities in order to perform its services, which will be a mixture of content creation and posting, developing social media strategy, creating and executing campaigns and helping Clients run paid campaigns.
Icing Digital Ltd fees excludes the budget for any paid advertisements on any of the marketing channels.
8.1 PPC services are offered on a rolling minimum fix term (term of the contract is included on the order form), and upon conclusion of the minimum fixed term, the contract will renew automatically. However, client can cancel the contract any time after the fixed term has elapsed by giving 30 days written notice.
8.2 The Client acknowledges PPC services are provided on pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed to allow the client to pay for services in instalments, full value of the contract will become due in case of early cancellations.
8.3 Icing Digital Ltd shall provide the PPC Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
8.4 Icing Digital Ltd does not provide guarantee for neither 1st page positions on the search engines, traffic levels, or increase in revenue. Furthermore, the Client understands that
8.4a The Company cannot control search engines and cannot provide any guarantee of success.
8.4b The Company cannot control search engines and cannot provide any guarantee that the Designated Search Engine(s) will not change their policies or functionality in such a way that will have a detrimental effect on the effectiveness of the PPC Campaign(s).
8.4c The Company accepts no responsibility for any detrimental effect on the effectiveness of the PPC Campaign(s) which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
8.4d The effectiveness of the PPC Campaign(s) will be determined in part by the budget allotted thereto and available therefor. Failure by the Client to make the required budget(s) available may have a negative effect on the related PPC Campaign(s). The Company accepts no responsibility for any such negative effects.
8.5 The Company shall base the PPC Setup and its provision of the PPC Services upon the Required Information provided by the Client.
8.6 Upon receipt of the Required Information from the Client, the Company shall conduct keyword research which shall include, but not necessarily be limited to, an examination of the Website, online research and the use of other suitable methods and tools.
8.7 Icing Digital Ltd shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
8.8 Icing Digital Ltd requires the Client’s access credentials for FTP, Dataabase, google analytics and webmaster tools in order to provide the PPC Services.
8.9 The Client hereby authorises Icing Digital Ltd to use the Client’s abovementioned access credentials solely for the purposes of providing the PPC Services. All such information is hereby designated Confidential Information and shall be treated accordingly.
8.10 The Client authorises Icing Digital Ltd to make necessary changes on the website in order to perform PPC services.
8.11 The Client shall provide the Required Information and the Required Materials to Icing Digital Ltd in order for the Company to perform its services.
8.12 In the event that any of the Required Information, or any other information supplied by the Client to Icing Digital Ltd (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the PPC Services by Icing Digital Ltd, the Client shall inform Icing Digital Ltd of the same without undue delay.
8.13 Icing Digital Ltd shall not be liable for any delays in the provision of the PPC Services that may result from the Client’s failure to comply with any of its obligations.
8.14 Icing Digital Ltd fees excludes the budget for any paid advertisements on any of the marketing channels.
9.1 Icing Digital Ltd warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
9.2 Without prejudice to Clause 18.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by Icing Digital Ltd.
The Client shall indemnify Icing Digital Ltd against all claims, costs and expenses which Icing Digital Ltd may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Icing Digital Ltd alleging that any services provided by Icing Digital Ltd in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Icing Digital Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
11.2 In no event shall Icing Digital Ltd be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Icing Digital Ltd had been made aware of the possibility of the Client incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit Icing Digital Ltd’s liability for death or personal injury resulting from Icing Digital Ltd’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so. In order for a client to start termination / cancellation process, they are required to send written notice by email to support@icingdigital.com, including reasons for cancellation. In the event, your cancellation request has been accepted, refund will be issued based on the remaining work on the project and not the entire project.
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
12.6 Icing Digital reserves the right to terminate this contract, provided a thirty (30) days notice period is submitted in writing.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Icing Digital Ltd, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Icing Digital Ltd by the execution of appropriate instruments or the making of agreements with third parties.
Icing Digital Ltd holds all and exclusive rights to the software, servers and any script used to provide the e-commerce service to all the clients. No client has rights to access, modify, re-produce or use it any form or manner without prior permission of Icing Digital Ltd.
Icing Digital Ltd, provides e-commerce service where by it allows clients to use software with custom design specifically designed for them. This service is provided on an yearly fee basis along with the SET UP which is charged initially to produce client specific design.
However, client holds full rights to their products, categories, images, customers, orders. All this information is easily extractable from the control panel available to manage e-commerce websites. Also provided is HTML version of design being used including all the images. If in any case, client is not happy with the service and decides to move on, upon client request, all the information can be put on a CD and sent via Royal mail.
If in any case, Icing Digital Ltd is closing down or not in a position to supply the e-commerce service within the contractual period, Icing Digital Ltd will provide a copy of software that is currently being used to run the website. Client can use the software with another hosting company but will not be allowed to modify or re-sell the software.
nRetail is a software built and provided as a service by Icing Digital Ltd. Icing Digital Ltd hold all intellectual rights to all websites hosted using the nRetail software. The nRetail software is to be hosted only on servers belonging to Icing Digital Ltd.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
Icing Digital Ltd and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Icing Digital Ltd may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Icing Digital Ltd of its obligations under this Agreement.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of Icing Digital Ltd.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
23 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.
Icing Digital Ltd Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at support@icingdigital.com. If during the customer relations call the client is abusive, Icing Digital Ltd hold the right to remove the clients support privileges.
25 SUSPENSION AND CANCELLATION OF SERVICES
25.1 Icing Digital Ltd hold the rights to cancel and suspend any services failure to the client not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment from the clients behalf in order for Icing Digital Ltd to provide a full service. If the client fails to provide the relevant content to their package(s) after 6 months from sign up date, Icing Digital Ltd hold the right to suspend any services the client has with Icing Digital Ltd. If the client wishes to unsuspend their account they will be liable to pay £99 + VAT.
34.2 Icing Digital Ltd hold the rights to cancel / suspend if client fails to clear any due invoices. This includes cancellation of some / all services if client is a Priviate Individual.
26 COMPLAINTS: COMPLAINTS procedure and unacceptable conduct policy
26.1 Icing Digital Ltd strives to perform all work and associated duties in a timely, reasonable and fair manner. However, we
reserve the right for our staff to work in a safe and healthy, harassment-free environment. Occasionally the actions and
behaviour of individuals may become unacceptable and make it difficult for us to deal with them because we deem that
certain conduct involves either 35.1a the abuse of our staff, or 35.1b the abuse of our process. This will not be tolerated under
any circumstances, as we must also comply with our statutory duties to ensure we provide a safe working environment
for our staff at all times.
26.2 Support services are a privilege and not a right and our staff are trained to treat all customers with respect but equally they
are entitled to expect the same courtesy back. If there is any dissatisfaction with our services for whatever reason (it being
understood that much of our work is collaborative so depends on 26.2a full client cooperation, 26.2b prompt client feedback and
26.2c keeping iterations of change to a minimum) clients may raise this directly with their support worker at first instance and
if still unhappy can make out a formal written complaint to our in house Dispute Resolution & Legal Department. Complaints
must be clearly set out in writing and specify each issue in question separately in order for us to action and deal with properly.
26.3 Senior management (or our in house legal department) will intervene over unacceptable conduct, some instances being:
26.3a aggressive or abusive behaviour to staff, including derogatory remarks or rudeness, whether by telephone or in person
26.3b unreasonable behaviour or unreasonable demands, eg, making excessive demands on the time and resources of staff
with lengthy telephone calls or detailed letters or emails every few days (or with minor variations) and expecting
immediate responses
26.3c unreasonable level of contact, when sometimes the volume and duration of contact made to our staff can hinder instead
of help to progress pending work, eg. multiple phone calls or multiple letters/emails over a short span of time on one day,
or, over the duration of a live, pending task but where a customer makes repeatedly long telephone calls or inundates us
with correspondence or copies of information which has already been received or which is irrelevant to the work in question.
26.3d Instances of threatening behaviour or verbal abuse or harassment towards our staff which is likely to result in an automatic
termination of all direct contact with the client, and incidents involving threats of physical violence may also be reported to the police.
26.3e unreasonable use of our complaints procedure when the effect is deemed by senior management to be to harass or to prevent our
organisation from pursuing a legitimate aim or implementing a legitimate decision which has previously been agreed and accepted.
While we consider client access to our complaints procedure to be very important it will only be in exceptional circumstances that we
would determine that repeated use is unacceptable but we reserve the right to do so in such exceptional cases.
35.4 Measures we may take in response to unacceptable conduct include:
26.4a telling the client that their language is offensive, unnecessary and unhelpful and asking them to stop,
26.4b ending a call if the unreasonable behaviour does not stop,
26.4c being put on a ‘no phone contact list’ and having support services restricted to ‘written correspondence only’,
26.4d being asked to nominate a proxy,
26.4e making a record of the conduct in question and then handing this over to the relevant authorities, and,
26.4f any other action we deem appropriate, necessary and proportional in the circumstances.
26.5 We will always strive to inform clients what actions we are taking and why.
26.6 Icing Digital Ltd being a hosting provider and registrar as well, so any concern, dispute, complaint or abuse should be reported to: legaldept@icingdigital.com
