THESE TERMS AND CONDITIONS OUTLINE THE AGREEMENT BETWEEN THE CLIENT AND ICECREAM DIGITAL. IT SETS OUT THE CONDITIONS UNDER WHICH YOU MAY PURCHASE SERVICES FROM ICECREAM. BY APPROVING OR AGREEING TO AN ICECREAM PROJECT PROPOSAL IN AN EMAIL OR VERBALLY YOU ARE BOUND BY THIS AGREEMENT.

1. DEFINITIONS

ICECREAM.
ICECREAM DIGITAL, A CONSORTIUM OF FREELANCERS UNDER A SINGLE BRAND.

CLIENT
ANY PERSON, ANY PERSON ACTING ON BEHALF OF OR WITH THE AUTHORITY OF THE CLIENT AS DESCRIBED ON ANY INVOICE, PROJECT PROPOSAL, OR OTHER FORM AS PROVIDED BY ICECREAM TO THE CLIENT OR BY THE CLIENT TO ICECREAM AND SHALL INCLUDE EXECUTORS, ADMINISTRATORS, SUCCESSORS AND PERMITTED ASSIGNS.

PROJECT
THE WEBSITE DESIGN, HOSTING SERVICES, SEO, WEBSITE DEVELOPMENT SERVICES, SUPPORT SERVICES, COPYWRITING SERVICES OR ANY OTHER SERVICES AS LISTED IN THE PROJECT PROPOSAL.

PROJECT PROPOSAL
THE DOCUMENT SUBMITTED TO THE CLIENT BY ICECREAM DETAILING THE SERVICES TO BE CONDUCTED AND THEIR COSTS.

PROJECT START PAYMENT
THE INITIAL FEE AS OUTLINED IN THE PROJECT PROPOSAL THAT UPON RECEIPT OF WHICH, WILL TRIGGER ICECREAM TO BEGIN WORK ON DELIVERING THE SERVICES

CONTRACT
MEANS THE CONTRACT FORMED BY THE ACCEPTANCE OF THE PROJECT PROPOSAL.

SERVICES
THE SERVICES TO BE PROVIDED BY ICECREAM UNDER THE CONTRACT AS SET OUT IN THE PROJECT PROPOSAL, TOGETHER WITH ANY OTHER SERVICES WHICH ICECREAM PROVIDES, OR AGREES TO PROVIDE, TO THE CLIENT.

CLIENT MATERIAL
DIGITAL CONTENT SUPPLIED TO ICECREAM AND/OR INPUT TO THE WEBSITE BY THE CLIENT INCLUDING, BUT NOT LIMITED TO, TEXT, IMAGES, VIDEO, AND AUDIO.

FEEDBACK
OPINIONS, THOUGHTS AND REQUESTS FOR ALTERATIONS PROVIDED BY THE CLIENT REGARDING SUBMISSIONS BY ICECREAM.

FORCE MAJEURE EVENT

  • MEANS ANY OCCURRENCE OR OMISSION OUTSIDE A PARTY’S CONTROL AND INCLUDES:
  • UNAVAILABILITY OF THE INTERNET;
  • A PHYSICAL NATURAL DISASTER INCLUDING FIRE, FLOOD, LIGHTNING, OR EARTHQUAKE;
  • WAR OR OTHER STATE OF ARMED HOSTILITIES (WHETHER WAR IS DECLARED OR NOT), INSURRECTION,
  • RIOT, CIVIL COMMOTION, ACT OF PUBLIC ENEMIES, NATIONAL EMERGENCY (WHETHER IN FACT OR IN LAW)
  • OR DECLARATION OF MARTIAL LAW;
  • EPIDEMIC OR QUARANTINE RESTRICTION; V. CONFISCATION, NATIONALISATION, EQUISITION, EXPROPRIATION,
  • PROHIBITION, EMBARGO, RESTRAINT OR DAMAGE TO PROPERTY BY OR UNDER THE ORDER

2. COMMENCEMENT
THE COMMENCEMENT OF PROJECT IS TAKEN AS THE DATE THE PROJECT START PAYMENT HAS BEEN RECEIVED BY ICECREAM, AS OUTLINED IN THE PROJECT PROPOSAL.

3. PROVISION OF SERVICES
THE PROVISION OF SERVICES BY ICECREAM TO THE CLIENT SHALL BE AS DEFINED IN THIS CONTRACT AND THE PROJECT PROPOSAL.

4. PROJECT PROPOSALS
ALL PROJECT PROPOSALS SUBMITTED BY ICECREAM WILL BE VALID FOR NO LONGER THAN THIRTY (30) DAYS FROM THE DATE OF SUBMISSION, UNLESS OTHERWISE SPECIFIED BY ICECREAM. APPROVAL OF THE PROJECT PROPOSAL AS RECOGNISED BY THE RECEIPT OF PROJECT START PAYMENT WILL BE UNCONDITIONAL ACCEPTANCE BY THE CLIENT OF BOTH THE PROJECT PROPOSAL AND THESE TERMS AND CONDITIONS.

5. ACCEPTANCE
PROJECT PROPOSALS WILL BE DEEMED AS ACCEPTED BY THE CLIENT UPON RECEIPT OF THE PROJECT START PAYMENT. RECEIPT OF THE PROJECT START PAYMENT FROM THE CLIENT SHALL CONSTITUTE ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED HEREIN.

A PROJECT PROPOSAL ISSUED BY ICECREAM DOES NOT CONSTITUTE AN OFFER MADE BY ICECREAM. THE FORMING OF A CONTRACT SHALL ONLY OCCUR AND BE BINDING ON THE PARTIES ONCE THE STEPS ARE FOLLOWED IN THE PROJECT PROPOSAL CLAUSE ABOVE.

THE ICECREAM PROJECT PROPOSAL WILL SPECIFY THE FOLLOWING:

  • THE AGREED SPECIFICATIONS FOR THE DELIVERABLES TO BE PROVIDED
  • THE FUNCTIONALITY WHICH SHALL BE INCORPORATED INTO THE DELIVERABLES
  • THE TOTAL PRICE TO BE PAID BY THE CLIENT AND OUTLINE THE PAYMENT BREAKDOWN

6. CANCELATIONS
OUR INTENTION IS TO ALWAYS MEET CUSTOMER REQUIREMENTS/EXPECTATIONS AND TO ALWAYS DELIVER AND END PRODUCT THAT BOTH PARTIES CAN BE PROUD TO CALL THEIR OWN, HOWEVER:

  • THE CLIENT HAS THE RIGHT TO CANCEL THE PROJECT AT ANY TIME BY GIVING WRITTEN NOTICE TO ICECREAM. WE WILL HOWEVER REQUIRE PAYMENT FOR SERVICES THAT HAVE BEEN COMPLETED, OR WORK UNDERTAKEN THAT WAS DUE TO BE COVERED BY A FUTURE PROJECT PAYMENT.
  • ICECREAM MAY CANCEL ANY PROJECT IN LINE WITH THESE TERMS AND CONDITIONS (PARTICULARLY THE CLIENT’S OBLIGATIONS CLAUSE) BY GIVING WRITTEN NOTICE TO THE CLIENT.
  • IN THE EVENT OF A PROJECT CANCELLATION BY EITHER PARTY TO WHICH THESE TERMS AND CONDITIONS SHALL APPLY, ICECREAM SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY THE CLIENT.

7. FEES
IN CONSIDERATION OF THE PROVISION OF THE SERVICES BY ICECREAM, THE CLIENT SHALL PAY THE FEES AS SET OUT IN THE PROJECT PROPOSAL, WHICH SHALL SPECIFY WHETHER THEY SHALL BE ON A TIME AND MATERIALS BASIS, A FIXED PRICE BASIS OR A COMBINATION OF BOTH. UNLESS STATED OR AGREED OTHERWISE, ALL FEES MUST BE PAID PRIOR TO ICECREAM COMMENCING THE SERVICES.

I) THE CLIENT MUST PAY TO ICECREAM:

  • THE PROJECT START PAYMENT AS DETAILED IN THE PROJECT PROPOSAL;
  • THE STAGED PROJECT PAYMENTS AS DETAILED IN THE PROJECT PROPOSAL;
  • ANY AGREED UPON MONTHLY PAYMENTS FIFTEEN (15) DAYS AFTER BEING INVOICED BY ICECREAM BASED UPON THE  SERVICES PROVIDED AND WORK COMPLETED IN THAT MONTH, UNLESS ALTERNATIVE WRITTEN AGREEMENT BETWEEN THE PARTIES;
  • ANY AGREED UPON ANNUAL OR BI-ANNUAL PAYMENTS SUCH AS HOSTING AND DOMAIN NAME REGISTRATION FIFTEEN (15) DAYS AFTER BEING INVOICED BY ICECREAM, UNLESS ALTERNATIVE WRITTEN AGREEMENT BETWEEN THE PARTIES;

II) IF THERE IS A DISPUTE ABOUT WHETHER A FEE OR OTHER AMOUNT CONTEMPLATED BY THIS CONTRACT IS PAYABLE OR AVAILABLE, THE CLIENT MUST NOT WITHHOLD THE AMOUNT IN DISPUTE;

III) ICECREAM MAY INCREASE THE HOSTING & SEO FEE FROM TIME TO TIME BY WRITTEN NOTICE TO THE CLIENT.

8. FAILURE TO PAY

  • IF THE CLIENT FAILS TO PAY THE FEES IN ACCORDANCE WITH THIS CONTRACT, WITHOUT LIMITING ANY OTHER REMEDIES AVAILABLE TO ICECREAM, ICECREAM MAY DEFER PERFORMANCE OF ALL SERVICES UNTIL THE OUTSTANDING FEES ARE PAID;
  • ICECREAM WILL HAVE THE RIGHT TO RETAIN POSSESSION OF ANY CLIENT MATERIAL AND TITLE UNTIL SUCH TIME AS THE FEES ARE PAID;
  • ICECREAM IS ENTITLED TO CLAIM INTEREST, LEGAL COSTS AND OTHER DAMAGES IT MAY INCUR IN RECOVERING ANY OUTSTANDING FEES DUE AND PAYABLE BY THE CLIENT.

9. ADDITIONAL SERVICES
IF ICECREAM AGREES TO PERFORM ANY SERVICES IN ADDITION TO THE PROVISION OF SERVICES DESCRIBED IN THE PROJECT PROPOSAL THEN THE CLIENT MUST PAY ICECREAM’S THEN CURRENT FEES FOR THOSE SERVICES.

10. ICECREAM’S OBLIGATIONS
ICECREAM SHALL USE REASONABLE ENDEAVOURS TO PROVIDE THE SERVICES, AND TO DELIVER THE DELIVERABLES TO THE CLIENT, IN ACCORDANCE IN ALL MATERIAL RESPECTS WITH THE PROJECT PROPOSAL.

ICECREAM SHALL USE REASONABLE ENDEAVOURS TO MEET ANY PERFORMANCE DATES SPECIFIED IN THE PROJECT PROPOSAL, BUT ANY SUCH DATES SHALL BE ESTIMATES ONLY AND TIME SHALL NOT BE OF THE ESSENCE FOR PERFORMANCE OF THE SERVICES.

11. CLIENT’S OBLIGATIONS
THE CLIENT SHALL:

  • CO-OPERATE WITH ICECREAM IN ALL MATTERS RELATING TO THE SERVICES;
  • PROVIDE TO ICECREAM, IN A TIMELY MANNER, CLIENT MATERIAL AND OTHER INFORMATION AS ICECREAM MAY REASONABLY REQUIRE AND ENSURE THAT IT IS ACCURATE IN ALL MATERIAL RESPECTS;
  • ENSURE THAT ALL CLIENT MATERIAL IS OWNED BY THE CLIENT, OR, IF NOT, ENSURE THAT THE CLIENT HAS PERMISSION FROM THE LEGAL OWNER;
  • PROVIDE PROMPT, CLEAR AND DETAILED FEEDBACK OF ALL WORKS SUBMITTED TO THE CLIENT BY ICECREAM;
  • ACKNOWLEDGE THAT THE LATE SUPPLY OF FEEDBACK OR CLIENT MATERIAL MAY HAVE AN IMPACT ON ICECREAM’S ABILITY TO DELIVER THE SERVICES WITHIN THE ESTIMATED TIMEFRAME. IF ICECREAM’S PERFORMANCE OF ITS OBLIGATIONS UNDER THE CONTRACT IS PREVENTED OR DELAYED BY ANY ACT OR OMISSION OF THE CLIENT, ICECREAM SHALL NOT BE LIABLE FOR ANY COSTS, CHARGES OR LOSSES SUSTAINED OR INCURRED BY THE CLIENT ARISING DIRECTLY OR INDIRECTLY FROM SUCH PREVENTION OR DELAY.

12. WEBSITE DESIGN
WHERE REQUESTED BY THE CLIENT, ICECREAM WILL DESIGN AND BUILD A WEBSITE BASED ON THE CLIENT’S AGREED BRIEF.

UNLESS AGREED IN WRITING DIFFERENTLY WITH A DIRECTOR OF ICECREAM, A NON-REFUNDABLE DEPOSIT OF 50% MUST BE PAID BY THE CLIENT ON ACCEPTANCE OF ICECREAM’S PROJECT PROPOSAL AND, IN ANY EVENT, BEFORE ICECREAM PROVIDES THE SERVICES. THE BALANCE OF ICECREAM’S FEES MUST BE PAID PRIOR TO THE WEBSITE GOING LIVE. IF ANY FEES ARE NOT PAID ON OR BEFORE THE DATE FOR PAYMENT, ICECREAM MAY SUSPEND THE PROVISION OF THE SERVICES AND ICECREAM WILL NOT UPLOAD THE WEBSITE TO THEIR SERVER OR SUPPLY THE WEBSITE FILES TO THE CLIENT FOR USE ON ANY THIRD PARTY HOSTING SERVER.

ICECREAM RESERVES THE RIGHT TO REFUSE TO HANDLE ANY MATERIAL THAT THEY DEEM TO BE OFFENSIVE, ILLEGAL OR CONTROVERSIAL.

UNLESS AGREED OTHERWISE, THE CLIENT AGREES THAT ICECREAM SHALL BE FREE TO:

  • REPRODUCE, USE, DISCLOSE, DISPLAY, TRANSMIT, PERFORM, CREATE DERIVATIVE WORKS, AND DISTRIBUTE ANY ITEM FROM THE CLIENTS WEBSITE; AND
  • USE ANY IDEAS, CONCEPTS, KNOW HOW OR TECHNIQUES USED IN THE CONSTRUCTION OF THE CLIENT’S WEBSITE FOR ANY PURPOSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DEVELOPING, MANUFACTURING, AND MARKETING PRODUCTS AND ANY OTHER ITEMS INCORPORATING SUCH INFORMATION.

ICECREAM RECOMMENDS THAT ANY WEBSITE THAT IT PRODUCES FOR A CLIENT SHOULD HAVE A WEBSITE TERMS OF USE POLICY AND, WHERE PERSONAL DATA IS HELD, A PRIVACY POLICY. ICECREAM WILL ARRANGE TO ADD INDUSTRY STANDARD POLICIES TO THE WEBSITE DURING CONSTRUCTION, HOWEVER IT IS THE CLIENT’S RESPONSIBILITY TO ARRANGE FOR THESE POLICIES TO BE EDITED OR RE-DRAFTED TO REFLECT THEIR OWN PROCESSES. ICECREAM WILL HAVE NO LIABILITY TO THE CLIENT OF ANY THIRD PARTY IF THE CLIENT DOES NOT USE THESE POLICIES.

WHILST EVERY ENDEAVOUR WILL BE MADE TO ENSURE THAT THE WEBSITE AND ANY SCRIPTS OR PROGRAMS ARE FREE OF ERRORS, ICECREAM CANNOT ACCEPT RESPONSIBILITY FOR ANY LOSSES INCURRED DUE TO MALFUNCTION, THE WEBSITE OR ANY PART OF IT.

ICECREAM WILL ENDEAVOUR TO ENSURE THAT ANY DEVELOPED/DESIGNED SITE OR APPLICATION WILL FUNCTION CORRECTLY ON THE SERVER IT IS INITIALLY INSTALLED ON AND THAT IT WILL FUNCTION CORRECTLY WHEN VIEWED USING THE LATEST VERSIONS OF APPLE SAFARI, MOZILLA FIREFOX, GOOGLE CHROME AND MICROSOFT INTERNET EXPLORER. ICECREAM AGREES TO CONDUCT TESTS AS TO THE FUNCTIONALITY OF THE WEBSITE AT REGULAR INTERVALS IN THE PROVISION OF THE SERVICE, NOTWITHSTANDING THE RELEASE OF ANY NEW BROWSERS AFTER COMPLETION OF THE SERVICE. ICECREAM CAN OFFER NO GUARANTEES OF CORRECT FUNCTION WITH ALL BROWSER SOFTWARE.

THE WEBSITE, GRAPHICS AND ANY PROGRAMMING CODE REMAIN THE PROPERTY OF ICECREAM UNTIL ALL OUTSTANDING FEES ARE PAID IN FULL.

ANY SCRIPTS, CGI APPLICATIONS, PHP SCRIPTS, OR SOFTWARE (UNLESS SPECIFICALLY AGREED) WRITTEN BY ICECREAM REMAIN THE COPYRIGHT OF ICECREAM AND MAY ONLY BE COMMERCIALLY REPRODUCED OR RESOLD WITH THE PERMISSION OF ICECREAM.

ANY ADDITIONS TO BRIEFS PROVIDED WILL BE CARRIED OUT AT THE DISCRETION OF ICECREAM AND WHERE NO CHARGE IS MADE BY ICECREAM FOR SUCH ADDITIONS, ICECREAM ACCEPT NO RESPONSIBILITY TO ENSURE SUCH ADDITIONS ARE ERROR FREE AND RESERVE THE RIGHT TO CHARGE AN ACCORDING AMOUNT FOR ANY CORRECTION TO THESE OR FURTHER ADDITIONS.

WHILST EVERY ENDEAVOUR WILL BE MADE TO ENSURE DEADLINES WILL BE MET ICECREAM WILL NOT BE LIABLE FOR COSTS INCURRED, COMPENSATION OR LOSS OF EARNINGS DUE TO THE FAILURE TO MEET AGREED DEADLINES.

ICECREAM WILL NOT BE LIABLE OR BECOME INVOLVED IN ANY DISPUTES BETWEEN THE SITE OWNER AND THEIR CLIENTS AND CANNOT BE HELD RESPONSIBLE FOR ANY WRONGDOING ON THE PART OF A SITE OWNER. EG. ANY DISPUTES RE CONTENT/IMAGES THAT HAVE BEEN PROVIDED TO ICECREAM FOR INCLUSION ON THE SITE.

ICECREAM WILL NOT BE LIABLE FOR ANY COSTS INCURRED, COMPENSATION OR LOSS OF EARNINGS DUE TO THE WORK CARRIED OUT ON BEHALF OF THE CLIENT OR ANY OF THE CLIENT’S APPOINTED AGENTS.

ICECREAM WILL NOT BE LIABLE FOR ANY COSTS INCURRED, COMPENSATION OR LOSS OF EARNINGS DUE TO THE UNAVAILABILITY OF THE SITE, ITS SERVERS, SOFTWARE OR ANY MATERIAL PROVIDED BY ITS AGENTS.

ONCE A WEBSITE HAS BEEN DESIGNED AND COMPLETED THE FINAL BALANCE OF PAYMENT IS THEN DUE IN ACCORDANCE WITH OUR PAYMENT TERMS. THERE ARE NO EXCEPTIONS TO THIS, I.E IF THE CLIENT DECIDES THEY NO LONGER WANT THE SITE, AS THEY HAVE COMMISSIONED THE WORK AND PAID A DEPOSIT THEY ARE STILL OBLIGED TO PAY FOR THE WORK THAT HAS BEEN DONE. NON PAYMENT WILL RESULT IN LEGAL ACTION BEING TAKEN IF NECESSARY. ONCE FULL PAYMENT IS RECEIVED FOR A WEBSITE, IT IS ASSUMED THAT THE PROJECT HAS BEEN COMPLETED TO THE CLIENTS SATISFACTION AND NO REFUNDS CAN BE OFFERED. WE DO OFFER FREE UPDATES FOR A MONTH AFTER COMPLETION TO ALLOW FOR ANY FINAL AMENDMENTS THAT MAY BE REQUIRED.

13. APPROVALS
FOLLOWING APPROVAL OF THE PROJECT PROPOSAL, ICECREAM WILL UNDERTAKE A DESIGN PHASE, DURING WHICH ICECREAM MAY ENGAGE IN A NUMBER OF MEETINGS WITH THE CLIENT TO TAKE FURTHER INSTRUCTIONS. ONCE THE DESIGN PHASE HAS ENDED, ICECREAM WILL FINALISE THE DESIGN AND REQUEST THAT THE CLIENT APPROVE THE DESIGN IN WRITING OR VERBALLY, OR SUCH OTHER METHOD AS ICECREAM SHALL NOTIFY TO THE CLIENT.

ONCE THE CLIENT HAS GIVEN FINAL VISUAL APPROVAL, ANY FURTHER DESIGN WORK REQUESTED BY THE CLIENT WILL BE CHARGED AT ICECREAM’S HOURLY RATE.

14. CLIENT MATERIAL
THE CLIENT WILL PROVIDE A ZIPPED FILE CONSISTING OF FOLDERS THAT MATCH THE AGREED SITEMAP OR NAVIGATIONAL STRUCTURE AS OUTLINED ON THE APPROVED WEBSITE DESIGN VISUALS. THE CLIENT SHALL INSERT THE CLIENT MATERIAL IN THE APPROPRIATE FOLDERS. THE CLIENT MATERIAL SHALL BE PROVIDED IN AN ELECTRONIC FORMAT.

  • TEXT SHALL BE PROVIDED PREFERABLY IN A WORD DOCUMENT, WITH HEADINGS MATCHING THE AGREED SITEMAP OR NAVIGATIONAL STRUCTURE AS OUTLINED ON THE APPROVED WEBSITE DESIGN VISUALS.
  • IMAGES SHALL BE PROVIDED IN JPG OR PNG FORMAT AND EVERY IMAGE MUST BE NAMED TO REFLECT THE PAGE AND POSITION IN THE WEBSITE

UNLESS OTHERWISE AGREED UPON BETWEEN THE PARTIES, ICECREAM SHALL BE RESPONSIBLE FOR THE UPLOAD OF THE INITIAL CLIENT MATERIAL TO THE WEBSITE AS OUTLINED IN THE PROJECT PROPOSAL. ANY ADDITIONAL CLIENT MATERIAL THAT THE CLIENT REQUESTS TO BE ADDED AFTER THE INITIAL UPLOAD WILL BE CHARGED AT ICECREAM’S HOURLY RATE.

THE UPLOAD OF THE INITIAL CLIENT MATERIAL IS INTENDED SOLELY FOR THE PURPOSES OF THE CLIENT WEBSITE GOING LIVE, AND DOES NOT CONSTITUTE THE ENTIRE POPULATION OF THE CLIENT WEBSITE. THE UPLOAD OF THE INITIAL CLIENT MATERIAL WILL NOT EXCEED THE UPLOAD OF TWENTY (20) INDIVIDUAL WEBSITE PAGES.

ICECREAM CANNOT TAKE RESPONSIBILITY FOR ANY COPYRIGHT INFRINGEMENTS CAUSED BY MATERIALS SUBMITTED BY THE CLIENT. WE RESERVE THE RIGHT TO REFUSE ANY MATERIAL OF A COPYRIGHTED NATURE UNLESS ADEQUATE PROOF IS GIVEN OF PERMISSION TO USE SUCH MATERIAL.

WHILST EVERY EFFORT IS MADE BY ICECREAM TO ENSURE THE CORRECTNESS OF THE CLIENT MATERIAL AT ANY STAGE OF DEVELOPMENT, THE FINAL RESPONSIBILITY FOR CHECKING THE CONTENT, LAYOUT AND SPELLING OF THE CONTENT REMAINS WITH THE CLIENT.

15. COMPLETION TIME
ANY COMPLETION DATE PROVIDED IN A PROJECT PROPOSAL, WRITTEN OR VERBALLY IS AN
ESTIMATE ONLY. ICECREAM PROVISION OF SERVICES IS SUBJECT TO THE PROVISION OF RECEIVING PROMPT CLIENT MATERIAL, A WRITTEN BRIEF AND FEEDBACK FROM THE CLIENT, AND ICECREAM IS NOT LIABLE FOR LATE DELIVERY OR NON-DELIVERY OF INFORMATION OR INSTRUCTIONS BY THE CLIENT.

16. UNUSED WORK
ICECREAM RETAINS THE RIGHTS IN ALL WORKS PRODUCED PARTIALLY OR FULLY DURING THE DEVELOPMENT PROCESS THAT ARE NOT CHOSEN TO BE USED FOR ANY REASON WHATSOEVER.

17. BACKGROUND TECHNOLOGY
ICECREAM IS THE OWNER, LICENSEE OR SUBLICENSEE OF VARIOUS PRE-EXISTING DEVELOPMENT TOOLS, ROUTINES, SUBROUTINES AND/OR OTHER PROGRAMS, DATA AND MATERIALS THAT ICECREAM MAY USE OR IMPLEMENT IN THE DEVELOPMENT OF ANY WEBSITES OR SIMILAR DEVELOPMENTS INCLUDING GRAPHIC DESIGN, CODE, BROWSER BASED SOFTWARE APPLICATIONS AND MULTIMEDIA. THE BACKGROUND TECHNOLOGY INCLUDES ITEMS IN THIS LIST BUT IS NOT LIMITED TO SUCH. ICECREAM RETAINS ALL RIGHT, TITLE AND INTEREST IN AND TO THE BACKGROUND TECHNOLOGY, AND UNLESS OTHERWISE SPECIFIED IN ANY DOCUMENT OR AGREEMENT GRANTS NON-EXCLUSIVE LICENCES TO USE THE BACKGROUND TECHNOLOGY ONLY TO THE EXTENT NECESSARY TO USE THE MATERIALS OR SITES PRODUCED. NO CLIENT IS AUTHORISED TO SELL OR LICENSE ANY BACKGROUND TECHNOLOGY OR RIGHTS THERETO TO ANY OTHER PERSON OR FIRM.

ALL CODE DEVELOPED AND PROVIDED BY ICECREAM UNDER APPLICATION SERVICE AGREEMENTS, ARE COVERED BY SPECIFIC SOFTWARE / PRODUCT AGREEMENTS. THE CLIENT RETAINS RIGHTS TO THE DATA / CONTENT USED IN THE APPLICATION AND IS SUBJECT TO ALL TERMS AND CONDITIONS AS PER THE RELEVANT AGREEMENTS.

18. DESIGN CREDIT
THE PARTIES AGREE THAT ICECREAM MAY CREATE A LINK FROM THE CLIENT’S WEBSITE TO THE ICECREAM WEBSITE. THE LINK SHALL REMAIN IN FORCE FOR RANKING PURPOSES UNTIL THE CLIENT SEEKS CONSENT IN WRITING FROM ICECREAM FOR THE REMOVAL OF THE LINK.

19. INTELLECTUAL PROPERTY
ANY MULTIMEDIA AND GRAPHIC DESIGN PRODUCED FOR THE WEBSITES THAT DO NOT INCLUDE THIRD PARTY RIGHTS (SUCH AS STOCK PHOTOGRAPHY) WILL BE ASSIGNED TO THE CLIENT AT THE END OF THE DEVELOPMENT AND ON FULL PAYMENT FOR ALL AGREED PROVISION OF SERVICES AS PER THE PROJECT PROPOSAL. ICECREAM ASSIGNS FULL TITLE TO THE FINISHED PRODUCED WORKS AUTOMATICALLY ON THEIR ACCEPTANCE BY ITS CLIENTS AND ONLY ON FULL PAYMENT FOR SAID WORKS AT THE END OF THE DEVELOPMENT. LICENCES GRANTED UNDER THIS PROVISION ARE IN PERPETUITY (OR FOR THE LONGEST TIME PERMITTED BY LAW).

ALL CONTENT PROVIDED AND ADAPTED TO THE WEBSITE WILL BE AUTOMATICALLY ASSIGNED TO THE CLIENT AT THE END OF THE DEVELOPMENT AND ON FULL PAYMENT FOR ALL AGREED PROVISION OF SERVICES AS PER THE PROJECT PROPOSAL. WHERE THE CONTENT IS USED AS SUPPLIED NO RIGHTS TO THE CONTENT TITLE WILL HAVE BEEN WAIVED BY THE CLIENT AND THEY WILL RETAIN SUCH COPYRIGHT. LICENCES GRANTED UNDER THIS PROVISION ARE IN PERPETUITY (OR FOR THE LONGEST TIME PERMITTED BY LAW).

20. WEBSITE HOSTING AND MAINTENANCE SERVICES
WHERE REQUESTED BY THE CLIENT, ICECREAM WILL PROVIDE WEBSITE HOSTING AND MAINTENANCE SERVICES. ICECREAM WILL USE REASONABLE ENDEAVOURS TO PROVIDE A RELIABLE AND PROFESSIONAL SERVICE.

SHOULD THE CLIENT’S WEBSITE EXCEED THE PERMITTED BANDWIDTH ALLOWANCE, ICECREAM RESERVES THE RIGHT TO CHARGE AN ADDITIONAL FEE OR TO REQUEST THAT THE CLIENT TRANSFER THEIR HOSTING TO AN ALTERNATIVE PROVIDER.

PAYMENT FOR THE PERIOD OF SUCH SERVICES MUST BE PAID UPFRONT UNLESS AGREED OTHERWISE, IN WHICH CASE, THE CLIENT MUST SET UP A STANDING ORDER OR DIRECT DEBIT TO PAY ICECREAM’S CHARGES ON A MONTHLY BASIS. ICECREAM RESERVES THE RIGHT TO DEACTIVATE THE CLIENT’S WEBSITE WHERE THE HOSTING AND/OR MAINTENANCE FEES ARE NOT PAID ON TIME. ICECREAM MAY CHARGE AN ADMINISTRATION FEE, CURRENTLY £55, FOR REACTIVATING THE CLIENT’S WEBSITE.

ICECREAM CANNOT GUARANTEE THAT WEBSITE HOSTING WILL BE AVAILABLE TO THE CLIENT AT ALL TIMES, ESPECIALLY IN THE EVENT OF A FORCE MAJEURE EVENT.
ICECREAM HAS THE RIGHT TO SAFEGUARD ITS HOSTING SERVER AGAINST HACKING FROM UNAUTHORISED USERS. ICECREAM RESERVES ITS RIGHT TO TERMINATE THE HOSTING ACCOUNT OF THE CLIENT IF THE CLIENT UTILISES FTP ACCESS BY UPLOADING ANY THIRD PARTY SOFTWARE TO THE CLIENT’S WEBSITE WITHOUT PRIOR WRITTEN AUTHORISATION BY ICECREAM.

IF THE CLIENT AGREES IN THE PROJECT PROPOSAL FOR ICECREAM TO PROVIDE HOSTING SERVICES, AND LATER DECIDES TO MOVE THEIR WEBSITE TO ANOTHER HOSTING PROVIDER, THE CLIENT AGREES TO PAY A RELEASE FEE OF £75 TO COVER THE COST TO PREPARE THE FILES AND UPLOAD TO THE WEBSITE TO THE NEW HOSTING PROVIDER. CLIENTS MUST ENSURE THAT THE NEW HOSTING IS COMPATIBLE AND GIVE A MINIMUM OF SEVEN (7) BUSINESS DAYS IN WRITING.

FOR THE PURPOSE OF MAINTENANCE SERVICES, WEBSITE HOSTING MAY HAVE TO BE SUSPENDED FOR SHORT PERIODS OF TIME. ICECREAM WILL ENDEAVOUR TO NOTIFY THE CLIENT OF ANY SUCH PERIODS.

WHERE THE CLIENT DOES NOT USE ICECREAM FOR WEBSITE HOSTING AND MAINTENANCE, ICECREAM WILL HAVE NO LIABILITY IN RESPECT OF THESE SERVICES.

21. DOMAIN NAME REGISTRATION
WHERE REQUESTED, ICECREAM WILL PROVIDE DOMAIN NAME REGISTRATION SERVICES.

DOMAIN NAME REGISTRATION IS COMPLETED THROUGH A THIRD PARTY DOMAIN NAME PROVIDER. THE REGISTRATION OF A DOMAIN NAME ON BEHALF OF THE CLIENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THOSE THIRD PARTIES.

DOMAIN NAMES ARE TYPICALLY REGISTERED FOR 12 MONTHS.

ICECREAM WILL ADVISE THE CLIENT OF THE RELEVANT RENEWAL DATES AND FEES. RENEWAL FEES MUST BE RECEIVED BY ICECREAM PRIOR TO THE RELEVANT RENEWAL DATE. IF THE RENEWAL FEES ARE NOT RECEIVED PRIOR TO THE RENEWAL DATE, ICECREAM WILL NOT RENEW THE DOMAIN REGISTRATION AND THE DOMAIN NAME MAY BE LOST TO A THIRD PARTY.

THE CLIENT MUST ENSURE THAT THE DOMAIN NAME DOES NOT INFRINGE UPON A THIRD PARTY’S LEGAL RIGHTS, OR THAT IT IS NOT USED FOR ANY UNLAWFUL PURPOSE.

ICECREAM WILL CHARGE A FEE, CURRENTLY £25, FOR A DOMAIN NAME TRANSFER. A DOMAIN NAME WILL ONLY BE TRANSFERRED ONCE ICECREAM HAS RECEIVED THE DOMAIN NAME TRANSFER FEE IN FULL.

22. PRINT DESIGN SERVICES
WHERE REQUESTED, ICECREAM WILL PROVIDE PRINT DESIGN SERVICES AS SET OUT IN THE PROJECT PROPOSAL.

PRIOR TO ICECREAM PRODUCING THE PRINT DESIGN DELIVERABLES REQUESTED BY THE CLIENT, THE CLIENT WILL BE REQUIRED TO APPROVE THE ARTWORK BY CONFIRMING APPROVAL IN AN EMAIL OR VERBALLY, OR SUCH OTHER METHOD AS ICECREAM SHALL NOTIFY TO THE CLIENT.

BY APPROVING THE ARTWORK, YOU ABSOLVE ICECREAM OF ALL LIABILITY FOR ANY ERRORS, OMISSIONS OR DISCREPANCIES WHICH MAY BE PRESENT ON THE ARTWORK.
ONCE THE CLIENT HAS GIVEN FINAL APPROVAL, ANY PRINT DESIGN WORK REQUESTED BY THE CLIENT WILL BE CHARGED AT ICECREAM’S HOURLY RATE.

ICECREAM IS RESPONSIBLE SOLELY FOR THE PRODUCTION OF DIGITAL PRINT DESIGN ARTWORK
FILES AS OUTLINED IN THE PROJECT PROPOSAL, AND IS NOT LIABLE FOR ANY PRINTING WORK CARRIED OUT BY A THIRD PARTY. ICECREAM ADVISES THAT THE CLIENT REQUESTS A PROOF/SAMPLE FROM THEIR CHOSEN PRINTING COMPANY PRIOR TO CONFIRMING ANY ORDER.

23. MONTHLY WEBSITE SERVICES
WHERE REQUESTED, ICECREAM WILL PROVIDE MONTHLY WEBSITE SERVICES AS SET OUT IN THE PROJECT PROPOSAL.

MONTHLY WEBSITE SERVICES WILL BE INVOICED ONE (1) MONTH IN ADVANCE. MONTHLY WEBSITE SERVICES WILL ONLY BE UNDERTAKEN ONCE ICECREAM HAS RECEIVED THE MONTHLY FEE AS OUTLINED IN THE PROJECT PROPOSAL IN FULL.

MONTHLY WEBSITE SERVICES WILL BE COMPLETED ON A TIME SPECIFIC BASIS AS OUTLINED IN THE PROJECT PROPOSAL. SHOULD THE WORK REQUIRED FOR ANY GIVEN MONTH EXCEED THE NUMBER OF HOURS SPECIFIED IN THE PROJECT PROPOSAL, ICECREAM WILL INFORM THE CLIENT OF THE EXCEEDED ALLOCATION, AND OFFER TO EITHER COMPLETE THE WORK WITHIN THAT MONTH AT ICECREAM’S HOURLY RATE, OR DELAY THE WORK UNTIL THE FOLLOWING MONTH.

24. DATA PROTECTION
ICECREAM DOES NOT SHARE OR SELL ANY OF YOUR DETAILS WITH THIRD PARTY COMPANIES, WITHOUT YOUR EXPRESS PERMISSION AND WE WILL ONLY EMAIL YOU OR CONTACT YOU ABOUT WORK RELATED MATTERS.

25. GENERAL

  • THESE TERMS & CONDITIONS WILL BE DEEMED TO BE INCLUDED IN ANY DIGITAL SERVICE AGREEMENT BETWEEN ICECREAM AND THE CLIENT. ALL REPRESENTATIONS, STATEMENTS, TERMS AND CONDITIONS AND WARRANTIES (WHETHER IMPLIED BY STATUTE OR OTHERWISE) NOT CONTAINED HEREIN ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW;
  • IF ANY PROVISION OF THESE TERMS AND CONDITIONS IS INVALID, VOID, ILLEGAL OR UNENFORCEABLE THE VALIDITY, EXISTENCE, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS WILL NOT BE AFFECTED, PREJUDICED OR IMPAIRED;
  • THESE TERMS AND CONDITIONS AND ANY CONTRACT TO WHICH THEY APPLY ARE GOVERNED BY THE LAWS OF ENGLAND & WALES AND THE PARTIES SUBJECT THEMSELVES TO THE JURISDICTION OF THE COURTS OF ENGLAND & WALES;
  • ICECREAM MAY LICENSE, ASSIGN OR SUB-CONTRACT ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS WITHOUT THE CLIENT’S CONSENT;
  • A PERSON WHO IS NOT A PARTY TO THE CONTRACT SHALL NOT HAVE ANY RIGHTS UNDER OR IN CONNECTION WITH IT.
  • ICECREAM RESERVES THE RIGHT TO REVIEW THESE TERMS AND CONDITIONS AT ANY TIME. IF, FOLLOWING ANY SUCH REVIEW, THERE  IS TO BE ANY CHANGE TO THESE TERMS AND CONDITIONS, THEN THAT CHANGE WILL TAKE EFFECT FROM THE DATE ON WHICH ICECREAM NOTIFIES THE CLIENT IN WRITING OF SUCH CHANGE;
  • THE FAILURE BY ICECREAM TO ENFORCE ANY PROVISION OF THESE TERMS AND CONDITIONS WILL NOT BE TREATED AS A WAIVER OF THAT PROVISION, NOR WILL IT AFFECT ICECREAM’S RIGHT TO SUBSEQUENTLY ENFORCE THAT PROVISION;
  • TIME IS NOT OF THE ESSENCE IN THE PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT EXCEPT IN RELATION TO PERFORMANCE OF PAYMENT OBLIGATIONS;
  • UNLESS EXPRESSLY STATED OTHERWISE, THIS AGREEMENT DOES NOT CREATE A RELATIONSHIP OF EMPLOYMENT, TRUST, AGENCY OR PARTNERSHIP BETWEEN THE PARTIES;
  • THE MEANING OF ANY GENERAL LANGUAGE IS NOT RESTRICTED BY ANY ACCOMPANYING EXAMPLE, AND THE WORDS ‘INCLUDES’, ‘INCLUDING’, ‘SUCH AS’ OR ‘FOR EXAMPLE’ (OR SIMILAR PHRASES) DO NOT LIMIT WHAT ELSE MIGHT BE INCLUDED; NO RULE OF CONSTRUCTION APPLIES IN THE INTERPRETATION OF THIS CONTRACT TO THE DISADVANTAGE OF THE PARTY PREPARING THE DOCUMENT ON THE BASIS THAT IT PUT FORWARD THIS DOCUMENT OR ANY PART OF IT; AND A REFERENCE TO A PARTY IS A REFERENCE TO ICECREAM OR THE CLIENT, AND A REFERENCE TO THE PARTIES IS A REFERENCE TO BOTH ICECREAM AND THE CLIENT.