Terms Of Business
1. Order of website services
1.1. Any additional terms that are not mentioned in our Terms of Business relating to our website services can be amended by any quotations we offer via email.
1.2. Quoted prices are only valid for 1 month.
1.3. No contract comes into existence until we have accepted your payment.
2.1. Unless agreed otherwise, payment is due with your invoice. Monthly packages will be billed on the first of each month.
2.2. Time for payment is of the essence. If you fail to pay any sums owing to us by the due date, we may charge you a compensatory fixed sum and statutory interest on the sum due in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended by The Late Payment of Commercial debts Regulations 2002. Interest shall be calculated on a monthly basis.
2.3. Once payment because due, we reserve the right to instruct our solicitors to recover the sums due. If we do instruct our solicitors, you shall on a full indemnity basis, pay to us all costs and expenses (including, but not limited to, court costs, solicitors’ fees and disbursements and all other out of pocket expenses and any VAT on such costs) which we incur with any action or court proceedings (including enforcement proceedings) taken by our solicitors to recover the sums due.
2.4. You do not have the right to set-off counterclaims against the price of the goods or services.
2.5. As soon as payment of any invoice is overdue, we reserve the right not to deliver any services and stop all support until all overdue invoices are paid in full.
2.6. If you have chosen to pay for a service by a monthly Direct Debit, you agree to set up a standing order to pay ICreator Ltd in monthly instalments on the agreed date.
3. Website Design and Website Management Services
3.1. With our monthly maintenance packages, we offer no guarantee as to the security of your website, or being free from viruses, bugs or hacks. If we maintain your website, then this offer is on a “best efforts” basis, but we will aim to get issues resolved as soon as timely possible.
3.2. ICreator LTD is not legally responsible for any of the content you provide us to put on your website. All the content you provide, must be within the law, and legally owned by you. Additionally, if you have any third party content you need to consent from the legal owner. You also agree to indemnify ICreator LTD against all legal action, including but not limited to claims in respect of breach of copyright, in respect of the content published on the website.
3.3. Prices & payments: ICreator Ltd website packages all operate on a minimum term contract of 12 months. Our website packages all operate on a yearly contract basis with payments made in advance by Direct Debit or paid in full annually in advance.
3.4 Renewals: At the end of the 12 month term, the contract will automatically renew for a further 12 month time frame where you will be sent your next invoice for the year.
3.5 Cancellation: After the initial 12 month period, the contract may be terminated by either party with at least 3 months’ notice. If you cancel the contract before the initial 12 month period then you will still be liable for the balance of the first year’s fees.
3.6 Renewal Price Checks: At the end of each contract before renewal, we may review the contract price to see if any third party’s, such as hosting services, have changed their price. We must give you 3 months notice of any price increase.
3.7 Termination: If you request to terminate the contract, all content will be removed. If we have registered a domain on your behalf, then we will transfer this domain back to you upon written or email request from your known contact details.
4. Intellectual Property
4.1. Ownership of deliverables does not pass to you until payment due under all your contracts with us is made in full.
4.2. Until ownership of the deliverables passes to you:
4.2.1. you hold the deliverables as fiduciary agent and bailee for us;
4.2.2. the deliverables must be stored and marked in such a way as to be clearly identifiable as belonging to us and their date of delivery;
4.2.3. you shall keep a record of the numbers of all serial numbered deliverables; and
4.2.4. the deliverables must be kept in good repair and insured for an amount equal to the contract price.
4.3. Where the deliverables are intellectual property, including (but not limited to) designs where we grant you a temporary licence to use the intellectual property which is our copyright
4.4 We reserve the right to re-possess deliverables if any payment is overdue, or if we have any bona fide doubts as to your solvency, or if an administrator, administrative receiver, receiver or a liquidator is appointed in respect of your business, and therefore to re-sell the same. This right shall continue to subsist notwithstanding the termination of any Contract for any reason and is without prejudice to our accrued rights thereunder or otherwise. Once we have served notice that we intend to enforce the right to re-possess deliverables, your right under clause 4.3 to resell any deliverables for which title has not passed shall terminate.
4.5 You hereby grant us, our agents and employees an irrevocable licence to enter upon all or any of your premises with or without vehicles during normal business hours to inspect the deliverables, or recover them pursuant to clause 4.4 above.
4.6 Notwithstanding any provision in this clause 6, we shall be entitled to claim the price for goods, software or services delivered or deemed delivered to you even where property in any deliverables has not passed to you.
5.1. We are not liable to you (whether in contract, tort (including but not limited to negligence) or otherwise) for any loss of profit, production, data, goodwill or business opportunities or anticipated savings or benefits or for any type of indirect, special or consequential loss, even if that loss was reasonably foreseeable or was reasonably in our contemplation at the time of contracting.
5.2. Our total liability for any one claim or for the total of all claims arising from any one act or default (whether arising from our negligence or otherwise) shall not exceed the contract price or in the case of an annual service contract the annual contract price.
5.3. We shall not be liable to you for any loss arising out of your failure to keep any provided passwords (for your website) secure.
5.4. Nothing in this clause is deemed to exclude or restrict our liability to you for death or personal injury resulting from our negligence.
6. Force Majeure
We shall not be liable to you for any failure or delay in the performance of our obligations caused by circumstances beyond our control which would include act of God, war, riot, sabotage, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, government action or regulations, delay by suppliers, accidents, and shortage of materials, or labour.
If any provision in this Agreement is held by any court or other competent authority to be illegal, void or unenforceable, then such provision shall be deemed to be severed, but the validity, legality and enforce-ability of the remaining provisions shall not be affected.
8. Applicable Law
English law applies to this Agreement and any dispute arising in connection with it is subject to the non-exclusive jurisdiction of the English courts.
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