Introduction

You the client (“Client”).
Icon Web Services, the company (“Company”).
Minimum Agreement Term is 10 Months.

• The Client has a need for services; and
• The Company has an interest in performing such services for the Client; and
• The parties wish to set forth the terms and conditions upon which such services will be provided to the Client.

Both parties agree as follows:

Description of the Services

The Company will provide services available in the chosen maintenance plan the Client has signed up for. Any website provided will be created including everything listed on the Companies website or everything agreed in writing before the client signs up.

Signup

The person signing up for the website plan will automatically be assigned as the sign off person and is the only person authorised to request changes or cancel the contract. If the Client wishes to give another person this authority too, the Client will need to contact the Company with their name and email address and the Company will add them to the approved list.

If the Client no longer wishes for this additional person(s) to have this authority it is the Client’s responsibility to inform the Company.

Payment

The Client agrees to provide the Company with a direct debit mandate and authorises the Company to deduct payments of the current monthly and/or annual costs as published on the Company’s website. The bank account must be registered in the Client’s name or business.

There will be no refund or credit for partial months or years of service. Costs are chargeable and shall be payable until an account is terminated or cancelled by either the Client or the Company.

Without prejudice to any other right or remedy that the Company may have, if the Customer fails to pay the Company on the due date the Company may:

• Suspend all Services until payment has been made in full.
• Charge the Client a late payment fee of £15 and an additional charge of £15 for every month the payment is still outstanding.
• If a direct debit is dishonoured or cancelled, the Company shall be entitled to pass on to the Client any third party charges the Company incurs and in addition, the Company may suspend its Service to the Client.
• If a direct debit is dishonoured or cancelled, or if these or any other agreed terms are breached by the customer, the Company reserves the right to demand immediate, full, advanced payment for each of the monthly amounts due for the remaining contractual period or minimum agreed term. Late payment charges will continue to be added until this amount is paid by the Client in full. On this occasion we also reserve the right to suspend any websites held under any of the Clients accounts with the Company.

The Company may increase the prices at any time after the minimum agreement term by giving the Client not less than 1 month’s notice provided that the increase does not exceed 25% of the prices in effect immediately prior to the increase. The company will not increase pay monthly prices within the first 12 month period.

Pay monthly clients

Payment Terms/Schedule

• 1. Upfront costs to be paid immediately via Direct Debit. The Direct Debit setup and processing period will typically take 5-7 working days to complete (from the client sign-up date).
• 2. Monthly recurring costs to be paid via Direct Debit (unless otherwise agreed by the company in writing). The monthly payment will be taken on the same date each month. Should a payment date fall on a non-working day, the payment will be processed on the next available working day.
• 3. The first monthly payment to be paid no-later than 7 days from client sign-up (unless otherwise agreed by the Company in writing beforehand).

Pay annually clients

Payment Terms/Schedule

• 1. Upfront costs to be paid immediately via Direct Debit. Note: The Direct Debit setup and processing period will typically take 5-7 working days to complete (from the client sign-up date).
• 2. Annual (12 months) recurring cost to be paid immediately via Direct Debit (unless otherwise agreed by the company in writing). The annual payment will be taken on the same date each year. Should a payment date fall on a non-working day, the payment will be processed on the next available working day.
• 3. The first annual payment to be paid no-later than 7 days from client sign-up (unless otherwise agreed by the Company in writing beforehand).

Fixed-Term Contract

Pay annual clients will be signed up to a 12 month fixed-term contract and will not receive a full/partial refund if they cancel before the 12 month period has completed (unless otherwise agreed by the company).

Add-on services

Payment Terms/Schedule

• 1. Payment for add on services will be charged immediately using the Direct Debit details the Client has already provided.

The Client is responsible for providing content (unless these have been purchased as an Add-on Service). If no content or incorrect content is provided this is not the Company’s responsibility and the Client will still be billed as agreed.

Suspension of service

The Company has the right to stop providing services or suspend services if payment is not received within 10 working days. If the missed payment has still not been received within 30 days the Company has the right to delete the website from their servers to a point that it can not be restored.

What is classed as a content or minor update?

A content update is a change to existing content (text, contact information and images etc) and pages only, with the exception of news and blog articles which will be added as new pages. Any additional page requests after the website has launched will be chargeable (unless specified otherwise by the Company).

These inclusive amendments/updates are subject to fair usage. If for whatever reason the client’s use of this clause is excessive then the Company has the right to evaluate the clients spend and amend the amount on their next billing cycle.

Content update time caps (per month)

Standard Plan

Content updates on the standard plan are capped at 15 minutes per month. Any unused time can not be rolled over to subsequent months.

Business Plan

Content updates on the business plan are capped at 60 minutes per month. Any unused time can not be rolled over to subsequent months.

Enterprise Plan

Content updates on the enterprise plan are capped at 2 hours per month. Any unused time can not be rolled over to subsequent months.

Additional content updates (outside of plan quota)

Any content updates that exceed the monthly plan cap will be charged at £20 per 30 minutes, with a 30 minute minimum charge.

The Company will always seek confirmation from the Client before charging additional fees for content updates. The Company will also notify clients when they are close to their monthly cap.

Copyright

Any content provided must be owned by the Client and not infringe on any copyright laws.

The Client shall indemnify the Company against all claims in respect of any alleged infringement of copyright trademark or design.

Intellectual Property Rights

Websites

All website files hosted by the Company will be the property of the Company. The Client will have no right to these files or the migration of these files if the contract is cancelled.

Any website design or template created by the Company will remain the property of the Company before and during the contract until after the minimum agreement term and a formal request as been made and agreed/accepted by the Company.

If the Client wishes to purchase the rights to a website created by the Company, this will be at the sole discretion of the Company.

Add-on services

Any intellectual property rights for add-on service design work such as logo creation or business card creation shall be passed to the Client upon completion and payment.

Domain names

Any domain names purchased by the Company for the Client will be the property of the Company and will remain so even if the contract is cancelled. The transfer of ownership to another supplier of the Clients choosing will be at the discretion of the Company.

Emails

Any email service provided by the Company will cease to exist if the contract is cancelled by either party. Access to any data related to email accounts such as emails, contacts and appointments will be erased. The Client is responsible for taking their own backups and archives of email. The Company can not he held responsible of any loss of data.

Existing Domain Names & Email Addresses

In the event that the Client already has a Domain Name and/or Email Address setup, which are then transferred to the Company to manage, the Company can not be held responsible for any downtime or loss of data during this process. This could include items such as existing emails and contacts, existing calendar appointments, and existing 3rd party websites. Upon migration, there is no guarantee that any historic emails will be available. It is the Clients responsibility to make the necessary arrangements to ensure a backup or archive is available to them after the transfer has been completed.

Domain name renewals

If the client has registered their own domain(s) using their own account (domain control panel), it is the clients responsibility to manage their domain(s), and not the company. This includes any payments and renewals via the relevant domain registrar.

Domains that have been registered by the company, or domains that have been transferred to the company's account, will be managed by the company.

Legal

The Client must not use our services to advertise or promote anything that is illegal or encourages criminal activity. If the Client does, the website will taken down with immediate effect and all associated files will be deleted without warning.

Termination and notice

• 1. Upfront costs are non-refundable
• 2. Annual costs are non-refundable
• 3. The Client may terminate this agreement up to 30 days prior to the last day of the minimum agreement term. The Client must give 30 days written notice to the Company.
• 4. The Company can terminate this agreement at any time and must give 30 days written notice to the Client.
• 5. The Client will be charged a reasonable admin fee for a domain name transfer to a third party. Any external costs will be payable by the Client.
• 6. No export or transfer service is available to another third party provider. Upon completion of the minimum agreement term the website files and rights of ownership can be passed to the client. (if the Client wishes to purchase the rights and ownership to a website created by the Company before the minimum agreement term, this will be at the sole discretion of the Company).

Limitation of Liability

In no event will the Company be liable for any special, indirect, incidental, or consequential damages nor loss of data, profits or revenue, cost of capital, or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.

Data

• 1. In this relationship the Company is the Data Processor and the Client is the Data Controller. The Client has GDPR related responsibilities and is responsible for putting processes in place where necessary. For more information read the ICO Guide to General Data Protection Regulation‍
• 2. The Company - the data processors will only act on the documented instructions of a controller (The Client)
• 3. The Company may build and host the Client’s website on Webflow or Wordpress. By using the service the Client consents to how Webflow or Wordpress collect and use data. For more information see their privacy policy.
• 4. As the data controller the Client must only collect and use the data as set out on the website’s privacy policy page.
• 5. A privacy and cookie policy page will be added to the Client’s website. Should the Client wish to change it they must advise the Company in writing.

Miscellaneous

Search Engine Optimisation

The company only uses ethical optimsation techniques and take no responsiblity for loss of traffic or rankings associated with third party seo companies or software.

While it is accepted that the methodology applied by the Company is an effective one, the Company does not hold any control over search engine rankings and therefore cannot guarantee any specific results. Furthermore the Company cannot dictate or predict changes in search engine practices that may cause loss of positioning.

Independent

The parties are independent and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

Force Majeure

The Company shall not be liable for any failure to perform under this Contract when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary for both Company and Client. If the delay remains in effect for a period in excess of 60 days, the Client may terminate this Contract immediately upon written notice to the Company.

Promotional use

The Company will keep all original artwork and digital files prepared in connection with the project and are allowed to use them for promotional purposes without prior permission from the Client. For example, but not limited to, on their portfolio site and or related social media accounts. Including Icon Web Services accounts.

Designed by

'Website by Icon Web Services' shall be included in the Client's website footer and shall include a hyperlink back to www.iconwebservices.co.uk.

Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Client’s obligations only.

Questions

If you have any questions or want to discuss our terms and conditions further, please contact us.