Legal

1. Definitions

1.1. In these Terms the following words have the following meanings:
“The Client” (“You”) means the person, firm, company or organization who instructs ICETEA Limited to perform The Services.
“The Contract” means the terms and conditions set out in this document and The Quotation.
“Client Material” means material provided by The Client for ICETEA Limited to use in the development of the website.
"ICETEA Limited" (“We”) means ICETEA Limited Internet Solutions Limited (registered number: Registered in England Number 3939177
“The Services” means services ( in whole or in part) agreed in the Contract to be delivered to the Client by ICETEA Limited
“Domain Name” means the website address (URL) chosen by the client to access the website.
“The Website” means the website created by ICETEA Limited at the Domain Name specified by The Client
“Software” means the software, applications, navigation models, information architecture, database structures, content management systems, third party applications, software engineering, functionality and other generic components used in the web site design;
“The Toolkit” means proprietary software created by ICETEA Limited including that which enables The Client to update their website.
“Bespoke Material” means the graphics, icons, text, branding, and other graphical and audio material created by ICETEA Limited under these Terms;
“In Writing” means by post, facsimile or e-mail.
“The Visitor” means a third party who has accessed or viewed the website via the Internet.

2. Introduction

2.1. The Client wishes to establish a new website at the Domain Name.
2.2. ICETEA Limited is engaged in business as a website developer and has agreed to supply and host a website for The Client upon the following terms and conditions.

3. Duties of ICETEA Limited

3.1 In consideration of appropriate payment by the Client and subject to the terms and conditions of this Agreement, ICETEA Limited agrees:
3.1.1 to develop and deliver the Website as set out in the agreement, and to the agreed timescale.
3.1.2 to advise the Client in relation to the Website Design and the production of the Web Pages
3.2 Where the Client has engaged third party suppliers in the provision of brand identity, design other material, the delivery obligations set out in Clause 3.1 will be conditional on the performance of these third parties.
3.4 ICETEA Limited will provide website hosting
3.5 ICETEA Limited will provide access to The Toolkit for The Client to update the website.

4. Duties of The Client

4.1 The Client will deliver drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials for use in accordance with this Agreement in the agreed format and will use reasonable efforts to ensure that it is correct, and update it when necessary.
4.2 The Client warrants that he/she has provided true accurate, current and not misleading information about themselves in the initial and subsequent registration forms. This information will include an email address that will be used for the client account.

5. Charges & Fees

5.1. The fees will be specified on the Order Form and will include a Setup Fee and an ongoing Monthly Fee.
5.2. The setup fee is payable on completion of the Order Form
5.3. The monthly fees are payable quarterly in advance by Direct Debit.
5.4. The Client agrees that upon delivery of an invoice he/she shall pay all amounts due in full and without deduction set off or counterclaim. Payment is due within 28 days of the date of the rendering of an account. When accounts become overdue interest will be payable on the amount outstanding at a rate of 4% per month above the base lending rate of NatWest Bank plc.
5.5. If a payment is not received after 28 days then ICETEA Limited reserve the right to suspend access to The Toolkit
5.6. If payment is not received after 56 days then ICETEA Limited reserve the right to suspend access to the Client website.
5.7. The price quoted is exclusive of VAT. Payments shall include VAT at the prevailing rate.
5.8. ICETEA Limited reserve the right to change fees subject to giving one month written notice.
5.9. After the Client website has gone live then changes to the website design completed by ICETEA Limited on behalf of The Client will be charged at our standard hourly rate. Billing will be in units of 15 minutes. For the purpose of clarity the client website has gone live when the website is no longer hosted on a development site and can be viewed from the clients’ domain name.
5.10. Such work will be tracked using the ICETEA Limited Support Ticket System to ensure we deliver an excellent service. The Client will be sent an email on the creation, modification and closing of work monitored by a Support Ticket. Support Ticket fees will be payable by Direct Debit quarterly in arrears.

6. IP Addresses

6.1. ICETEA Limited will maintain control and ownership of the IP address that is assigned to the Client as part of the Services. ICETEA Limited reserves the right to change or remove IP addresses, using its best endeavours to avoid disruption for the Client.

7. Domain Names

7.1. The client is the intellectual owner of the domain name.
7.2. The client grants the usage rights of the domain name to ICETEA Limited for the purpose of hosting the website and provision of email for the duration of the contract.
7.3. In the event of termination of the contract all usage rights of the domain name will revert to The Client.

8. Project Management

8.1. The Supplier will nominate an Account Manager who will respond to the Client’s enquiries and manage the Project.
8.2. The Client will nominate a Project Co-ordinator who will co-ordinate with the Account Manager and provide the information and documentation for the proper performance of the Project.
8.3. ICETEA Limited offer the Client technical support by telephone and email between the hours of 9am to 5pm Monday to Friday, excluding bank holidays. The ICETEA Limited systems are monitored 24/7 to ensure maximum system uptime.

9. Operation Of The ICETEA Limited Financial and CMS solution.

9.1. The Client is responsible for transactions effected on CMS Solution. This includes those transactions executed by means of ICETEA Limited software and services available on or through The CMS Solution. The Client is responsible for adding text and images to its website, accepting orders from its own Visitors, clearing credit card details, collecting payment and fulfilling orders. Other than hosting the CMS Solution, ICETEA Limited shall take no part in and have no responsibility or liability for such transactions and accordingly the Client represents and warrants that it shall:
9.1.1. Agree its own contract terms with Visitors and perform those contracts in accordance with their terms and with all legal requirements;
9.1.2. comply with the Data Protection Act 1998 including the data protection principles set out in that Act;
9.1.3. indemnify and hold ICETEA Limited harmless from and against any and all claims, damages and costs arising out of any claim brought by any third party (including without limitation those arising out of a breach or alleged breach by the Client of the contract with a Visitor).
9.2. ICETEA Limited shall be responsible for the hosting and maintenance of the CMS Solution. ICETEA Limited will use its reasonable endeavours to keep the CMS Solution and all websites available on the internet 24/7. However ICETEA Limited can not guarantee against interruption of service for local or national technical reasons, breakdowns, or for other reasons within or outside the control of ICETEA Limited,
9.3. The Client accepts that ICETEA Limited cannot ensure that the CMS Solution portal in all respects is visible in all browsers and versions of these browsers. ICETEA Limited shall use its reasonable endeavours to ensure that the website and or listings generally within the CMS Solution are visible in Internet Explorer version 6 or higher.
9.4. ICETEA Limited reserves the right at any time and without notice to remove any Client content from sites if it reasonably believes that the Client content or link would put the Client in breach of the law, moral codes, reasonable web practice or otherwise would be detrimental to the interests of the CMS Solution or the general goodwill of ICETEA Limited
9.5. ICETEA Limited will use its reasonable endeavours to preserve the privacy of The CMS Solution. However the responsibility for maintaining security to the account and website via the CMS Solution rests with the Client who also takes responsibility for anyone whether or not authorised who uses their username and password to access the CMS Solution.

10. Software Licence & Rights

10.1. ICETEA Limited grants to the Client and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use The ‘ICETEA Content Management (CMS) Solution’ in an online only form, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Client any right, title, interest or intellectual property rights in ICETEA Limited Software. This software can only be installed on ICETEA Limited servers and is not in any way meant to become available to clients except through the use of the control panel.
10.2. The Client grants to ICETEA Limited a royalty-free, world-wide, non-exclusive licence to use the Client Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website. For the avoidance of doubt, this Agreement does not transfer or grant to ICETEA Limited any right, title, interest or intellectual property rights in the Client Software or website Content.
10.3. The Client undertakes that he/she will not themselves or through any third party, sell, lease, license or sublicense the ICETEA Limited Software.
10.4. ICETEA Limited may make such copies of the Client Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, ICETEA Limited will destroy such copies of the Content and other materials provided by the Client.

11. Copyright and Intellectual Property Rights

11.1. The Client shall be responsible for ensuring the accuracy of any specifications submitted by the Client,
11.2. The Client shall indemnify ICETEA Limited against all loss, damages, costs and expenses awarded against or incurred by ICETEA Limited in connection with, or paid, or agreed to be paid by ICETEA Limited in settlement of any claim for infringement of Patent, Copyright, design, Trademark, or industrial or intellectual property rights of any other person which results from ICETEA Limited 's use of the Client's specification.
11.3. The Client shall ensure that any necessary permissions, authorisations, licences or consents are obtained at its own expense prior to the Work being carried out and shall indemnify ICETEA Limited against all loss, damages, costs and expenses awarded against or incurred by ICETEA Limited in connection with any claim arising as a result of the Client's failure to obtain any such permissions.
11.4. The Client shall continue to own copyright of any text or graphics provided to ICETEA Limited in connection with the Work that are unique and exclusive to the Client.
11.5. ICETEA Limited shall own and continue to own copyright of any programming language; asp, html, java script, meta content or keywords, graphics, designs, scripts or other creative work produced by ICETEA Limited as part of the work.

12. Data Transmission

12.1. ICETEA Limited may collect, hold, control, use and transmit data obtained from and about the Client and visitors to the Website in the course of providing the web hosting services and the website. By accepting this agreement the Client agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.

13. Acceptable Use Policy

13.1. The Client must comply with the Acceptable Use Policy for his/her website or and other services provided by ICETEA Limited.
13.2. The client or those acting on his/her behalf must not use the Service to obtain unauthorised access to any computer, system or network. Unlawfully accessing or damaging data in a computer is not only a breach of the Acceptable Use Policy but it may also be a criminal offence punishable by fine, imprisonment or both. If you do not have authorisation, you must not:
13.2.1. access or use any data, systems or networks;
13.2.2. probe, scan or test the vulnerability of a system or network;
13.2.3. breach any security or authentication measures for a system or network; or
13.2.4. attempt to gain access to the account of any other user.
13.3. The Client must not use the Service in a manner which interferes with the rights of other users or which breaches Internet etiquette. You must not:
13.3.1. monitor data or traffic on any network or system if you do not have the authorisation of the owner of the network or system to do so;
13.3.2. forge any TCP-IP packet header, any part of the header information or an email source address in an email or newsgroup posting;
13.3.3. provide false user information to ICETEA Limited or other users;
13.3.4. send large amounts of unsolicited or unwanted email to individuals or individual business accounts;
13.3.5. gain access to a person's private information (or attempt to do so); disobey the rules of any newsgroup, forum, email mailing list or other similar group; or
13.3.6. post the same or similar messages to one or more newsgroups (including by excessive cross-posting or multiple-posting, also known as 'spam').
13.4. You must not use the Service in a manner that may interfere with the technical operation of the Service or any other computer, system or network.
13.5. You must not attempt to interfere with the regular workings of ICETEA Limited's systems or network connections. ICETEA Limited may override any attempt by you to specify a particular traffic routing pattern. You must not impair the ability of other people to use ICETEA Limited's systems or the Internet.
13.6. You must not use the Service as a staging ground to disable other systems.
13.7. In using the Service, you must not break any laws or infringe the rights of other persons. For example, you must not:
13.7.1. distribute or make available any abusive, obscene, defamatory or pornographic material;
13.7.2. distribute or make available any material which would be classified R or X (or refused classification) by the Classification Board; or
13.7.3. copy any material if you do not have the owner's permission to do so.
13.8. To detect and deal with breaches of the Acceptable Use Policy, ICETEA Limited may take the following actions:
13.8.1. ICETEA Limited will co-operate with other Internet service providers to control unacceptable user behavior.
13.8.2. ICETEA Limited may give details of users who are suspected of breaking any laws in connection with the Service to the police and to other law enforcement agencies.
13.8.3. ICETEA Limited may implement technical mechanisms to prevent behavior which breaches this Policy (for example, which block multiple postings before they are forwarded to their intended recipients).
13.8.4. ICETEA Limited may exercise any rights it has under its contract with the Client whose account is being used in breach of this Policy. Such rights include the right to suspend or terminate the Client's use of the Service.
13.8.5. ICETEA Limited may take any other action it deems appropriate, including taking action against offenders to recover relevant costs and expenses.

14. Restrictions

14.1. The Client acknowledges and agrees that the services and the ICETEA Limited company names and logos and related product and service names, design marks and slogans, are the property of ICETEA Limited or suppliers (collectively, the “Marks”). The Client is not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of ICETEA Limited. The Client’s use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in ICETEA Limited or its third party suppliers, as the case may be
14.2. The Client represents, covenants and warrants that he/she will use the services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity or defamation). The Client agrees to indemnify and hold harmless ICETEA Limited against any damages, losses, liabilities settlements and expenses (including without limitation costs and reasonable legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to the Client’s use of the Services. Although ICETEA Limited has no obligation to monitor the content provided by the Client or the Client’s use of the Services, ICETEA Limited may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
14.3. email messages sent in connection with the Services as part of an email circulation list must contain an “unsubscribe” link that allows visitors to remove themselves from your mailing list and a link to the current Email Privacy Policy. The Client acknowledges and agrees that he/she will not remove, disable or attempt to remove or disable either link. ICETEA Limited, at its own discretion, may disable the Client’s access without refund to the Services if the client violates any of these restrictions
14.4. The Client represents warrants and undertakes that the Client content is:
14.4.1. Legal proper decent honest and accurate and that its compliant with all relevant laws and codes prevailing without limitation the British codes of Advertising Practice and all other codes under the general supervision of the Advertising Standards Agency
14.4.2. Not an advertisement under the Financial Services Act 1986
14.5. The Client represents warrants and undertakes that the Client content and or any site linked to the CMS Solution;
14.5.1. will not contain obscene indecent or unlawful material nor will sell or offer to sell pornographic, escort services, illegal goods, drugs, pirated computer programming or instructions on how to assemble or otherwise make bombs grenades or other weapons
14.5.2. will not contain material that exploits children
14.5.3. will not contain material that infringes the copyright trademark, database patent, moral or any other intellectual property rights of any third party
14.5.4. complies with all applicable laws
14.5.5. will not contain defamatory libelous or any other untrue material
14.5.6. will not contain any computer virus
14.5.7. will not contain any material likely to harm the reputation or good will of ICETEA Limited
14.6. If in the opinion of ICETEA Limited and at the reasonable discretion of ICETEA Limited it deems any Client content on the CMS Solution to contravene or otherwise put the Client in breach of the above then ICETEA Limited may (without prejudice to other rights and remedies available to it remove either the Client content or the relevant Client link).
14.7. Should ICETEA Limited deem that a particular Client is monopolising the services available from ICETEA Limited server or The CMS Solution, then ICETEA Limited shall have the right to suspend the operation of that Client’s website and the Clients access to The CMS Solution. Clients may be offered continued service on payment of an appropriate additional fee.
14.8. The Client agrees that he/she will not upload any malicious code.
14.9. The Client undertakes that he/she will not carry out or attempt any reverse engineering on the ICETEA Limited software.

15. Limitation Of Liability

15.1. Except as expressly provided ICETEA Limited gives no warranty in relation to the provision of services under this Contract and all warranties whether express or implied are hereby excluded.
15.2. ICETEA Limited excludes liability to the full extent as permitted by law to the Client incurred out of or in connection with this contract including without limitation for breach of contract, misrepresentation, loss of profit or goodwill, any special direct indirect or consequential loss.
15.3. Notwithstanding the provisions contained in 15.2 the maximum liability of ICETEA Limited to the Client is £250.

16. Indemnity

16.1. The Client agrees to defend, indemnify and hold ICETEA Limited its affiliate and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees and associated costs, related to any violation of this Agreement by you or users of your account, or in connection with the use of the ICETEA Limited Web Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by The Client or users of your account.

17. Termination

17.1. Either party can terminate this Contract on giving 3 months notice in writing to the other party.
17.2. Termination by notice under this paragraph does not avoid any liability for Service already provided
17.3. In the event of cancellation of this Contract the Client shall indemnify ICETEA Limited in full against all loss, costs, charges and expenses incurred by ICETEA Limited up to the moment of termination.

18. Breach of Contract

18.1. If The Client commits a breach of this Contract and if it is possible to remedy, fails to remedy the breach within a reasonable time of written notice to do so or if it is not possible to remedy the breach; or ICETEA Limited believes the Contract is being used in a manner prohibited under paragraph 8 even if the Client is unaware that the Contract is being used in such a way ICETEA Limited can terminate this Contract without notice, and claim for the resulting losses or expenses. If ICETEA Limited suspends the Contract, ICETEA Limited can refuse to restore the Contract until ICETEA Limited receives an acceptable assurance from the Client that there will be no further breach of this Contract

19. Assignment

19.1. Neither party shall have any right or ability to assign, transfer, or sub-license any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer this Agreement and its rights and obligations under this Agreement to a third party who succeeds to substantially all its business or assets.

20. Website Link

20.1. The Client shall allow ICETEA Limited to add a link to ICETEA Limited into The Clients’ website, and to include a footer identifying the role of ICETEA Limited as designer and web host

21. Force Majeure

21.1. ICETEA Limited shall not be liable to the Client if it is prevented from or delayed in the delivery of the Goods or performance of the Services due to circumstances beyond the reasonable control of ICETEA Limited including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civic commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or other reasons.

22. Governing Law And Jurisdiction

22.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.

23. Confidentiality

23.1. The Client shall keep in confidence any confidential information relating to the Contract and Quotation obtained from ICETEA Limited and must not disclose such information without ICETEA Limited’s written consent, even after termination of the contract.

24. General

24.1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24.2. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
24.3. This Agreement is drawn up in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.
24.4. If any portion of this Agreement is illegal or unenforceable, such portion(s) be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.
24.5. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

25. Acceptance

25.1. Upon first use of The CMS Solution, the Client is deemed to have read and accepted the terms and conditions herein.