Please read these terms and conditions carefully before ordering any Services from Iceberg Media. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.
Please read through these terms and conditions carefully and print a copy for future reference.
A INTERPRETATION
DEFINITIONS 1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
1.2 “Customer” as referred in clause 1.5 – referred here and within as “the customer”, “the client” or “you”
1.2 “Iceberg Media” – referred here and within as “supplier”, “we”, “our”, or “us”
1.3 Content: if included in the Services to be provided in accordance with the Order Form, the Content written for the Customer’s website on request by the Customer;
1.4 Contract: the Customer’s purchase order and the Supplier’s acceptance of it, or the Customer’s acceptance of a quotation for Services by the Supplier under condition 2.2;
1.5 Customer: the person, firm or company who purchases Services from the Supplier;
1.6 Customer’s Pre-existing Materials all Documents, information and materials provided by the Customer which existed prior to the commencement of the contract including data, graphic logos and files;
1.7 Deliverables: all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts);
1.8 Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
1.9 Hosting Management Charge: the management charge payable in respect of the Hosting Services, where Hosting Services are provided by the Supplier;
1.10 In-put Material: all Documents, information and materials provided by the Customer relating to the Services including (without limitation):
1.10.1 the Supplier’s website’s file transfer protocol (FTP) host name, user name and password (FTP Details);
1.10.2 a list of key phrases to be utilised in the search engine option;
1.10.3 computer programs, data, reports and specifications;
1.10.4 any text in electronic format and any graphics in high quality print suitable for scanning or electronically in .gif, .jpeg. .png or .tiff format;
1.10.5 any other details required in the Order Form;
1.11 Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
1.12 Order Form: the Supplier’s order form to purchase the Services;
1.13 Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, graphic logos and specifications;
1.14 Project Plan: a plan detailing the Services to be provided to the Customer including:
1.14.1 where Content is to be provided, the number and frequency with which the articles should be provide and the subject or those articles;
1.14.2 where website design and development services are to be provided, the agreed design specification; and
1.14.3 where website optimisation services are to be provided the key phrases to be used in the provision of the services attached to the Order Form;
1.14.4 the Supplier’s website’s file transfer protocol (FTP) host name, user name and password (FTP Details);
1.14.5 computer programs, data, reports and specifications;
1.14.6 any text in electronic format and any graphics in high quality print suitable for scanning or electronically in .gif, .jpeg. .png or .tiff format;
1.14.7 and any other details required in the Order Form;
1.14.8 Services: the services to be provided by the Supplier under the Contract as set out in the Order Form;
1.15 Supplier: Iceberg Media a company incorporated in England and Wales with registration number LP015933 whose registered office is at 14 Commercial Street, Manchester, M15 4PZ5;
1.16 VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2.YOUR STATUS 2.1 By placing an order through our website, by phone, by email or in person you warrant that:
2.1.1 you are legally capable of entering into binding contracts; and
2.1.2 you are at least 18 years old.
2.2 If you are acting on behalf of a company or other business, you further warrant that you personally have the authority to bind that company or business on whose behalf you are placing an order.
3.THE ORDER PROCESS 3.1 You can only place an order for the Services once you have successfully registered an account with us. Information that you provide while registering an account with us must be complete and accurate. You agree that we may stop and pause your account and the Services and Products we supply if we reasonably believe that the information you have supplied is inaccurate. You must keep usernames and passwords secret at all times and not allow anyone else to use it. You must contact us immediately if you believe your username and password has become known to someone else.
3.2 Before we process your order, you will be read a compliance script, clearly identifying Services you have wish to order and the price payable excluding and including VAT. You will then have an opportunity to identify and correct any errors in your order for the Services.
3.3 After placing an order for the Services we will give you details of the Services you have ordered. We will send the same details to you in an email, together with an invoice, to the email address you provided when you registered your account with us.
4.HOW THE CONTRACT IS FORMED BETWEEN YOU AND US 4.1 After placing an order, you will receive an email from us accepting your order and, if appropriate, letting you know that the Services you have purchased has been activated (“Acceptance Confirmation”). Your order constitutes an offer to us to buy our Services and all orders are subject to acceptance by us. The contract between us (“Contract”) will only be formed when we send you the Acceptance Confirmation. We may also decline your order for the Services for any reason, in which case we will tell you so.
4.2 The Contract will relate only to those Services we have confirmed in the Acceptance Confirmation. We will not be obliged to supply any other Services which may have been part of your order until such Services have been confirmed in a separate Acceptance Confirmation.
4.3 The customer has the right to cancel or make changes to their contract within the first 72hrs with a new contract in writing by email or post only and no refunds are due for all domain registrations.
5.CONSUMER RIGHTS
5.1 If you are buying as a consumer (i.e., not within the course of your business), ordinarily, the Consumer Protection (Distance Selling) Regulations 2000 allow you to cancel the Contract at any time within seven (7) working days, beginning on the day after you received the Acceptance Confirmation. However, by placing your order for the Services, you agree to us starting supply of those Services before the end of the seven working day cancellation period referred to here. As such, you will not have the right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000.
5.2 This provision does not otherwise affect your statutory rights.
6.OUR LIMITED MONEY BACK GUARANTEE
6.1 Once the Contract has been formed you may, subject to clause 6.2, only cancel the Contract in relation to the following purchased services and products:
6.1.1 Rolling Monthly Website Marketing Management Contracts
6.1.2 Rolling Monthly Website Conversion Analysis Contracts
6.1.3 In such cases, you may cancel giving 28 days notice prior to your renewal date, beginning on the day after you received the Acceptance Confirmation and the renewal date. If you do so, you will receive a full refund of the price paid for the Service you have cancelled. We will refund the price you have paid to the credit card, debit card or other account you used to make that payment. No other refund will be made.
6.2 To cancel the Contract under clause 6.1, you must inform us in writing by (i) post to Cancellation, Iceberg Media, 14 Commercial Street, Manchester, M15 4PZ5OR (ii) email to [email protected] mentioned in clause 6.1. As part of our cancellation process, we will respond to you via email, post or telephone to confirm your cancellation request.
6.3 You will not have any right under clause 6.1 to cancel the Contract for the supply of any other Services other than that noted in clause 6.1. Therefore, the Services which may not be cancelled include (but are not limited to):
6.3.1 Website Development (it takes 7 to 14 days to complete your website unless otherwise specifically stated);
6.3.2 Social Media Facebook Page Customisation and Development
6.3.3 Domain and Hosting Registration.
6.3.4 Contracted Website Marketing Management Contracts
6.3.5 Contracted Website Conversion Analysis Contracts
7.PRICE AND PAYMENT 7.1 The price of any Services will be as quoted on our website, emails and any marketing material from time to time, except in cases of obvious error. These prices exclude VAT.
7.2 The total cost of your order of the Services will be agreed by phone, email, website or in person before we process your order for the Services.
7.3 Prices are liable to change at any time. We will notify you of a change in our prices at least thirty (30) days before the price increase comes into force. If you do not cancel you will be deemed to have accepted the new prices, and they will be charged to the credit card, debit card or other payment method registered to your account.
7.4 Our website and other marketing material contains the details of a large number of Services and it is always possible that, despite our best efforts, some of the Services listed on our website and other marketing material may be incorrectly priced. Where a Service’s correct price is less than our stated price, we will at our discretion, normally contact you to either (i) accept the correct price, (ii) charge the lower amount when accepting your order for only the first payment only, or (iii) reject your order and notify you of such rejection. If a Service’s correct price is higher than the price stated on our website and other marketing material, we will normally, at our discretion, either contact you for instructions before accepting your order, or reject your order and notify you of such rejection.
7.5 We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you an Acceptance Confirmation, if the pricing error is obvious and unmistakably and could have reasonably been recognised by you as a mis-pricing.
7.6 You must schedule a payment method for the Services you have ordered before submitting your order. You may pay by credit or debit card, cheque (sent 7 working days prior to payment day via post recorded delivery or 5 days prior if hand delivered), BACS, bank transfer or PayPal. We will take payment from the payment method you have registered against your account immediately upon sending you our Acceptance Confirmation email or letter or shortly thereafter. If we subsequently reject your order, we will refund the payment you have made to the credit card, debit card or other account you used to make the payment.
7.7 Please note that when purchasing a Service, you are obliged to pay for that Service for the whole of the Minimum Term (as defined in clause 6.2) that applies to it (unless you have cancelled the Service under clause 6.1) even though you may pay by monthly payments. Consequently, you must not stop your payments without first cancelling your Services under clause 6.1. If you do so, we will seek to recover any outstanding payments due to us by other means, including by taking appropriate legal action.
7.8 Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. If your chosen method of payment is not authorised by your credit card provider or bank, you hereby authorise us to seek payment from any other credit card, debit card or direct debit registered against your account. Further, if your payment is still not authorised we may, at our discretion, suspend or terminate any Services we provide to you from time to time, even if payment in respect of such Services is not outstanding.
7.9 All website development, social media development, content development will require a minimum 25% deposit prior to starting the work.
8.QUALITY 8.1 We warrant that (subject to the other provisions of these terms and conditions) any Services purchased from us through our website will be provided with reasonable care and skill.
8.2 We will not be liable for a breach of the warranty in clause 8.1 unless:
8.2.1 you give written notice of the breach to us through in writing
8.2.2 we are given a reasonable opportunity after receiving the notice of examining our provision of the Services to you.
8.3 We will not be liable for a breach of the warranty in clause 8.1 if:
8.3.1 the problem arises because you failed to follow our oral or written instructions as to the use of the Services (if there are any); or
8.3.2 you alter the Services without our written consent; or
8.3.3 the problem arises because of misuse.
8.4 Subject to clause 8.2 and clause 8.3, if we are in breach of the warranty in clause 8.1 we will, at our expense, use all reasonable commercial efforts to remedy the breach promptly or refund the price of the Services at the pro rata Contract price. This constitutes your sole and exclusive remedy for any breach of the warranty set out in clause 8.1. Notwithstanding the foregoing, we do not warrant that your use of the Services will be uninterrupted or error-free.
8.5 We reserve the right to modify the Services without notice to you provided such modification does not adversely affect your access to, or use of, the Services or detract from the overall performance of the Services. Any change which may have such adverse effect on you or may detract from the overall performance of the Services will be notified immediately prior to the change taking effect.
8.6 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out on our website, contract or otherwise confirmed in writing by us. Nothing in this clause will exclude or limit our liability to you for fraudulent misrepresentation.
9.INTELLECTUAL PROPERTY RIGHTS 9.1 You, or your licensor, retain all intellectual property rights in your Material, and you grant to us a worldwide, non-exclusive, royalty free licence to use, store and maintain your Material on our servers and publish your Material on the Internet for the purpose of providing the Services purchased by you. You warrant that your Material does not infringe the intellectual property rights of any third party and you have the authority to grant the licence in this clause 9.1 to us. We may make such copies as may be necessary to perform our obligations, including making backup copies of your Material.
9.2 You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or of any claim or action that your Material infringes, or allegedly infringes, the intellectual property rights of a third party.
9.7 In the defense or settlement of the claim, we may obtain for you the right to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract with you without liability to you (in which case we will refund to you the price you have paid on a pro-rata basis). We will have no liability to defend or indemnify you if the alleged infringement is based on:
9.7.1 a modification of the Services by anyone other than us;
9.7.2 your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.
9.8 The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for the infringement of any third party’s intellectual property rights by the Services.
10.OUR LIABILITY 10.1 We do not monitor and will not have any liability for your Material or any other communication you transmit, or allow to be transmitted, by virtue of the Services provided.
10.2 Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider and no guarantee or representation is given that the Services will be free from hackers or unauthorised users. You shall be liable for the content of any emails transmitted by virtue of the Services, for any material you send via the Internet, you upload to, or allow to be uploaded to, our servers and for ensuring compliance at all times with all relevant legislation (including, but not limited to the Data Protection Act 1998 and all other privacy laws, regulations and guidance notes made or issued there under).
10.3 All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded.
10.3 We do not exclude or limit in any way our liability:
10.3.1 for death or personal injury caused by our negligence;
10.3.2 under section 2(3) of the Consumer Protection Act 1987;
10.3.3 for fraud or fraudulent misrepresentation; or
10.3.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
10.4 We will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise:
10.4.1 loss of income or revenue;
10.4.2 loss of business;
10.4.3 loss of profits or contracts;
10.4.4 loss of anticipated savings;
10.4.5 loss of goodwill;
10.4.6 loss of software or data;
10.4.7 wasted expenditure (such as pay per click advertising costs); or
10.4.8 wasted management or office time.
10.5 Subject to clause 10.3 and clause 10.4, our maximum aggregate liability under or in connection with the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed one hundred and ten (110) per cent of the price you have paid to us for the Services during the twelve (12) months preceding the event giving rise to the liability in question. Accordingly, you are advised to acquire business interruption insurance, or other appropriate insurance, to protect you and your business in the event of interruption of the Services.
10.7 Where you buy any product or service from a third party seller through following a link on our website to such third party’s website, the seller’s individual liability will be set out in the seller’s terms and conditions. You should consult such terms and conditions.
11.DURATION OF THE
SERVICES AND CANCELLATION 11.1 That part of the Contract relating to our Renewal Service will commence on the date we send you our Acceptance Confirmation. It will continue until:
11.1.1 we terminate the supply of our Domain Registration and Renewal Service by notice to you because:
11.1.1.1 the Domain Name is no longer available for registration;
11.1.1.2 of some other reason preventing the registration of the Domain Name.
11.2 If we terminate the Renewal Service under clauses 11.1.1.1, or 11.1.1.2, we will refund the price you have paid for the Renewal Service to the credit card, debit card or other account you used to make the payment.
11.3 That part of the Contract relating to Renewal Services will also commence on the date we send you our Acceptance Confirmation. Unless such Services are terminated as provided in this clause 11.3, they shall continue for the minimum period of time that applies to the Service you have purchased (as these are set out on our website and subsequently confirmed in the Acceptance Confirmation) (“Minimum Term”). After expiry of the Minimum Term, they will continue on a month to month basis until terminated:
11.3.1 by you giving to us at least 28 days advance written notice via email or post 1
st class recorded delivery. As part of our cancellation process, we will respond to re-confirm your cancellation request. You must re-confirm your cancellation request via email or post 1st class recorded delivery or we will continue to supply the relevant Services and your cancellation will be ineffective. You cannot cancel any of your Services by telephone. You will not receive any refund of the price you have paid for the Services you have cancelled; or
11.3.2 by us giving to you at least thirty (30) days advanced notice in written sent to the then current email address registered against your account.
11.4 The monthly price for Services we supply under Contracts that continue on a month to month basis under clause 11.3 shall be charged monthly in arrears directly to a credit card, debit card or other payment method registered against your account. Such payment will be taken on the same date of the calendar month as on which the Services had originally commenced (“Payment Date”) unless or until you cancel the Services in accordance with clause 11.3.1. We will not provide you with a refund for a cancellation that is part-way through a billing period. Where the Payment Date does not recur in a particular month (e.g., 31 January, but there is no 31 February), you will be charged on the closest preceding date to the Payment Date (e.g., 28 February) for that month.
11.5 Without prejudice to any other right to terminate or suspend the Services we may have under these terms and conditions, we may terminate the Contract at any time by giving you thirty (30) days advance notice by emailing you at the email address registered against your account. If we cancel the Services, we will refund to you the price you have paid for the Services on a pro-rata basis for the unexpired Minimum Term.
11.6 Notwithstanding anything to the contrary in these terms and conditions, if you are in breach of an obligation of these terms and conditions we may terminate the Contract by seven (7) days notice to you and/or, at our absolute discretion, terminate or suspend without notice any individual Services we provide to you from time to time.
11.7 Expiry or termination of the Contract shall be without prejudice to any rights and liability of either of us arising in any way under that Contract as at the date of expiry or termination.
13.ADDITIONAL TERMS