Terms and Conditions

View ICAAL's full terms and conditions covering our range of services.

The following Terms and Conditions apply to all products and services provided by Internet Consultants and Associates Ltd (hereinafter referred to as ‘ICAAL’).

Acceptance

  1. Any purchase or use of ICAAL’s services means the Client has accepted these terms and conditions in full.
  1. It is not necessary for any Client to have signed an acceptance of these terms and conditions in order for them to apply.
  1. These terms and conditions are available on ICAAL’s website.

Charges

  1. Charges for services to be provided by ICAAL are defined in the project quotation that the Client receives via email. Quotations are valid for a period of 30 days. ICAAL reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
  1. All prices quoted are subject to VAT (unless specified otherwise).
  1. Payment is split into 2 phases:
  • 50% deposit in advance of commencement of the project
  • 50% on completion of the project
  1. Payment for services is due by cheque, card payment, cash or bank transfer. Cheques should be made payable to Internet Consultants and Associates Ltd and sent to ICAAL, Equity Court, 73-75 Millbrook Road East, Southampton, SO15 1RJ. Bank details will be made available on invoices.
  1. If additional images, designs or services are required, the costs will be agreed and charged as extra.

Project Progression, Lead Times and Sign Off

  1. ICAAL will only commence work on a project once a deposit of 50% of the total amount due has been received from the Client.
  1. The Client agrees to delegate a single individual as a primary contact to aid ICAAL with progressing any project in a satisfactory and expedient manner.
  1. The Client agrees to provide ICAAL with a designated email address for the purposes of communication regarding any project or services and sign off thereof.
  1. The Client agrees to provide ICAAL with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
  1. The Client acknowledges that all completion dates and lead times provided by ICAAL regarding a project are advisory only and that ICAAL cannot guarantee project completion dates or lead times.
  1. At the completion of the project, the Client will be asked to provide ‘sign off’. At this time the remainder of the amount due will become payable.
  1. If ‘sign off’ confirmation is not received from the Client within seven (7) days of the date of notification from ICAAL, ‘sign off’ will be deemed to have been provided and the project approved by the Client.
  1. If at ‘sign off’ the Client wishes amendments to be made to the project (within the remit of the specification document originally provided by ICAAL), all details must be provided to ICAAL in a single email or document clearly outlining the amendments to be made. This email or document must be provided by the Client within 48 hours of the date of notification from ICAAL.
  1. ICAAL will not accept any further amendments to the project in addition to those detailed in the email or document provided by the Client, unless the client is willing to pay additional fees for these additional services (POA).
  1. ICAAL will also not accept amendments to the project after 48 hours have elapsed from the date of notification from ICAAL. Any further requests for changes may be liable to additional fees to be confirmed depending on the exact nature of the work.

Balance Payment

  1. Payment will be due within seven (7) days of ‘sign off’.
  1. Accounts that have not been settled within seven (7) days of sign off will incur a late payment charge of 10% of the amount outstanding. The Client may also be charged statutory interest pursuant to the late payment legislation.
  1. If the project is online, full publication of any web content may take place only after full payment has been received. Any material previously published may be removed if payment is not received. When this occurs a minimum charge of £50 + VAT will be required to have the online content restored.

Default

  1. The Client’s account shall be considered default if it remains unpaid for 7 days from the date of the ‘sign off’ notification from ICAAL, or following a returned cheque. ICAAL shall be considered entitled to remove ICAAL’s and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
  1. Removal of such materials does not relieve the Client of its obligation to pay the due amount. Clients whose accounts become default agree to pay ICAAL reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

Copyrights and Trademarks

  1. By supplying text, images and other data to ICAAL for inclusion in the Client’s website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
  1. Any artwork, images, or text supplied and/or designed by ICAAL on behalf of the Client, will remain the property of ICAAL and/or its suppliers until full payment is received. (If a choice of design is presented, only one solution is deemed to be given by ICAAL as fulfilling the contract. All other designs remain the property of ICAAL, unless agreed in writing that this arrangement has been changed.) If any image(s), Royalty Free or Right Managed are purchased on behalf of the Client, upon full reimbursement of the associated cost to ICAAL the Client shall hold full rights to these image(s).
  1. The Client may request in writing from ICAAL, the necessary permission to use materials (for which ICAAL holds the copyright) in forms other than for which it was originally supplied, and ICAAL may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to ICAAL, the Client grants ICAAL permission to use this material freely in the pursuit of the design.
  1. Should ICAAL, or the Client supply an image, text, audio clip or any other digital file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow ICAAL to remove and/or replace the file on the site.
  1. The Client agrees to fully indemnify and hold ICAAL, its employees, agents and sub-contractors free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.
  1. In any web based projects a link to ICAAL will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a Client requests that the design credit be removed, a nominal fee will be charged. The Client also agrees that the website developed for the Client may be presented in ICAAL’s portfolio.

Indemnity

  1. The Client shall defend, indemnify and hold harmless ICAAL, its employees, agents and sub-contractors 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 the Client’s use of ICAAL’s services.
  1. In defence or settlement of any claim, ICAAL may procure the right for the Client to continue using ICAAL’s services, replace or modify any services or software so that they become non-infringing or, if such remedies are not reasonable available, terminate this agreement on 7 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
  1. In no event shall ICAAL, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

a) A modification of any services or software by anyone other than ICAAL; or

b) The Client’s use of any services or software in the manner contrary to the instructions given to the Client by ICAAL; or

c) The Client’s use of any services or software after notice of the alleged or actual infringement from ICAAL or any appropriate authority.

  1. The foregoing states the Client’s sole and exclusive rights and remedies, and ICAAL’s (including ICAAL’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Limitation of Liability

  1. The following clauses 34 to 38 inclusive, set out the entire liability of ICAAL (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

a) Any breach of these terms and conditions;

b) Any use made by the Client of any of ICAAL’s services or software or any part of them; and

c) Any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms and conditions.

  1. Except as expressly and specifically provided in these terms and conditions:

a) The Client assumes sole responsibility for results obtained from the use of any of ICAAL’s services or software by the Client. ICAAL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to ICAAL by the Client in connection with any services, or any actions taken by ICAAL at the Client’s direction;

b) All warranties, representations, conditions and all other terms of any kind whatsoever implied by Statute or Common Law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and

c) Any services or software are provided to the Client on an “as is” basis.

  1. Subject to clause 36 and clause 37, ICAAL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions.
  1. ICAAL shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. ICAAL shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these terms and conditions at ICAAL’s discretion.
  1. ICAAL shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting any services delivered by ICAAL. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these terms and conditions at ICAAL’s discretion.
  1. ICAAL shall use all reasonable endeavours to deliver services relating to search engine optimisation, links, advertisements, banners, pay per click (PPC) and Google Analytics in accordance with the guidelines applicable to the relevant search engines. However, ICAAL shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond ICAAL’s control and reserves the right to make changes to services as a result of the same. In addition, ICAAL shall not be liable for other changes or discontinuation of search engines.

PPC Services (Clauses 39-48)

  1. The Client acknowledges the following with respect to PPC services:

a) ICAAL does not in any way guarantee the results or effects of its PPC services.

b) The Client accepts that ICAAL does not and cannot guarantee the number of occasions when an advert may be displayed by Google or Bing.

c) The Client accepts that ICAAL does not and cannot guarantee the number of clicks the Client’s adverts might receive.

d) The Client accepts that ICAAL does not and cannot guarantee any specific position or ranking on any search engine, or the increase of any business to the Client in respect of any PPC service.

  1. The Client acknowledges and accepts that ICAAL shall set up and retain a Google Adwords and/or Bing Ads account in the ICAAL’s own name which shall be used in connection with the Client’s PPC campaign. The Google Adwords and/or Bing Ads account shall belong to ICAAL and ICAAL shall not be obliged to provide the Client with access to, or notify the Client of any details contained within the Google Adwords and/or Bing Adwords account.
  1. The Client acknowledges and accepts that ICAAL makes no representations in relation to its fixed charges in connection with any PPC services or how such charges are allocated or broken down, save that:

a) ICAAL does not receive any commission from Google or Bing.

b) ICAAL does not charge any uplift on Google’s or Bing’s advertising charges.

  1. ICAAL reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service.
  1. The agreement, unless otherwise terminated as provided in this clause 43, shall continue for the duration specified in the term of the agreement and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless either party notifies the other party of termination, in writing, at least 7 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
  1. Additional Services not listed in the agreement will be provided by ICAAL subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of ICAAL’s choice.
  1. ICAAL will not be responsible for any damages the Client’s business may suffer. The Client agrees that it shall defend, indemnify, save and hold ICAAL, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against ICAAL, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
  1. ICAAL makes no warranties of any kind, expressed or implied for services it provides. ICAAL disclaims any warranty or merchantability or fitness for a particular purpose.
  1. The Client agrees to defend, indemnify and hold harmless ICAAL, its agents, its customers, officers and employees, against liabilities arising out of:

a) Any injury to person or property caused by any products sold or otherwise distributed in connection with ICAAL

b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;

c) Copyright infringement.

d) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by ICAAL and its employees.

  1. It is recommended that the Client keeps a backup of its important data. ICAAL reserves the right to revise its PPC policies at any time.

SEO Services (Clauses 49-60)

  1. For the purposes of SEO services, the Client agrees to provide the ICAAL with:

(a) Authorised FTP access to the main site for uploading new pages, and making changes for the purpose of optimisation.

(b) The Client authorises ICAAL use of all logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by ICAAL for search engine positioning and optimisation.

  1. The Client acknowledges the following with respect to services:

a) ICAAL has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future.

b) The Client website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.

c) Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, ICAAL can never guarantee #1 positions or consistent top 10 positions in search engines for any particular keyword, phrase or search term.

d) It is solely at the discretion of the search engines themselves to list the Client website.

e) Occasionally, search engines will stop accepting submissions for an indefinite period of time. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions.

  1. ICAAL is not responsible for changes made to the Client website by other parties that adversely affect the search engine rankings of the Client website.
  1. Additional Services not listed in the agreement will be provided by ICAAL subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of ICAAL’s choice.
  1. ICAAL is not responsible for the Client overwriting SEO work to the Client website. For example, the Client’s webmaster, employees, contractors, agents or administrators making changes and uploading over work already provided.
  1. The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, ICAAL will continue to provide SEO services for a period of the same duration.
  1. ICAAL reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by ICAAL.
  1. The agreement shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless: Either party notifies the other party of termination, in writing, at least 30 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
  1. ICAAL will not be responsible for any damages the Client’s business may suffer. The Client agrees that it shall defend, indemnify, save and hold ICAAL, its agents, employees or contractors harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against ICAAL, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
  1. ICAAL makes no warranties of any kind, expressed or implied for services we provide. ICAAL disclaims any warranty or merchantability or fitness for a particular purpose.
  1. The Client agrees to defend, indemnify and hold harmless ICAAL, its agents, employees or contractors against liabilities arising out of:

a) Any injury to person or property caused by any products sold or otherwise distributed in connection with ICAAL

b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;

c) Copyright infringement.

d) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by ICAAL and its employees.

  1. It is recommended that the Client keeps a backup of its important data. ICAAL reserves the right to revise its SEO policies at any time.

Social Media Services (Clauses 61-71)

  1. For the purposes of providing Social Media services, the Client agrees to provide ICAAL with:
  1. Log in details for any existing accounts for the websites listed in the agreement.
  2. Authorised use of all of the Client’s logos, trademarks, web site images, etc., for use in posts on the websites listed in the agreement.
  1. The Client acknowledges the following with respect to services:

a) ICAAL has no control over the policies of the websites listed in the agreement.

b) The Client’s account may be excluded from any of the websites listed in the agreement at any time at the sole discretion of the website.

  1. ICAAL is not responsible for posts made on the websites listed in the agreement by any other parties and any subsequent reactions, interactions or responses to these posts.
  1. Additional Services not listed in the agreement will be provided by ICAAL subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACs into a nominated bank account of ICAAL’s choice 30 days after the date of invoice.
  1. ICAAL is not responsible for the Client overwriting or deleting any posts to the websites listed in the agreement.
  1. The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, ICAAL will continue to provide Social Media services for a period of the same duration.
  1. ICAAL reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by ICAAL.
  1. The agreement shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless: Either party notifies the other party of termination, in writing, at least 30 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
  1. The Client agrees that it shall defend, indemnify, save and hold ICAAL, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against ICAAL, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors. The Client agrees to defend, indemnify and hold harmless ICAAL against liabilities arising out of:

a) Any injury to person or property caused by any products sold or otherwise distributed in connection with ICAAL

b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;

c) Copyright infringement.

  1. ICAAL will not be responsible for any damages the Client’s business may suffer. ICAAL makes no warranties of any kind, expressed or implied for services provided. ICAAL disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by ICAAL and its employees
  1. It is recommended that the Client keeps a backup of any important data. ICAAL reserves the right to revise its Social Media policies at any time.

Quoting Engine Software (Clauses 72-95)

  1. ICAAL may provide the Client with access to the Quoting Engine System. The Quoting Engine System can be used by the general public and by the Client’s agents to create online double glazing quotations.
  1. ICAAL will provide the Client with access to an online reporting dashboard which is accessible in order to view statistical information regarding the enquiries made from the Quoting Engine System provided by ICAAL to the Client.
  1. Obligations of the Client; the Client shall provide ICAAL with:

a) All necessary co-operation in relation to the agreement; and

b) All necessary access to such information as may be required by ICAAL; and the Client shall;

c) Comply with all applicable laws and regulations with respect to its activities under the agreement.

d) Carry out all other Client responsibilities set out in the agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, ICAAL may adjust any agreed timetable or delivery schedule as reasonably necessary;

e) Ensure that the Authorised Users (employees, agents and independent contractors of the Client who are authorised by the Client to use the Quoting Engine software provided by ICAAL.) use the services and software provided by ICAAL in accordance with the terms and conditions of the agreement and shall be responsible for any Authorised User’s breach of the agreement;

f) Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the Internet.

g) Pay the Subscription Fees to ICAAL for the Quoting Engine Services as well as any further charges for Additional Services in accordance with the agreement.

  1. The Client shall, if requested by ICAAL, on the effective date specified in the agreement provide ICAAL valid, up-to-date and complete credit card details or an approved Standing Order Form acceptable to ICAAL and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:

a) Its credit card details to ICAAL, the Client hereby authorises ICAAL to bill such credit card:

  1. On the Effective Date and at the beginning of each subsequent Billing Period for the Subscription Fees payable in respect of the Subscription Term; and
  2. For Additional Services as and when specified by the Client;

b)  Its approved Standing Order form to ICAAL:

  1. The Client agrees to pay by Standing Order to ICAAL’s nominated bank, monthly Subscription Fees, on the day they fall due.
  2. The monthly Subscription Fees will commence on the Effective Date and continue for the duration of the Subscription Term as stated in the agreement.
  1. Failure to make payment of the Subscription Fees will automatically result in the suspension of the Client’s Quoting Engine System. The Quoting Engine System will still be available for the general public to use however any subsequent enquiries created using the Quoting Engine System will automatically divert to the exclusive ownership of ICAAL.
  1. The Quoting Engine System will remain suspended in this manner until such time as the outstanding monies have been paid by the Client.

Subscription Fees

  1. The Client shall pay ICAAL an agreed sum on signing an agreement for the Installation Fee of the Quoting Engine System.
  1. The Client shall pay ICAAL an agreed sum monthly starting from the date on which the installation of the Quoting Engine System is completed and is paid in consideration of rental and maintenance of the Quoting Engine System by the Client.
  1. This payment entitles the Client to use the quoting engine software within specified website(s) as per the agreement.
  1. Should the Client wish to use the quoting engine within any website(s) other than that specified within the agreement they must notify ICAAL and subsequently gain written permission to do so.
  1. Should the Client use the quoting engine within any website(s) other than that specified within the agreement without obtaining the proper permission in writing from ICAAL, they will be deemed to be in breach of the agreement. In such an instance, ICAAL reserve the right to withdraw use of the quoting engine software from all of the Client’s websites with immediate effect.

Pricing & Postal Codes of Quoting Engine System

  1. The Quoting Engine System produces prices based upon the Price Multiplier specified by the Client to ICAAL.
  1. The Price Multiplier is consistently applied throughout all products per postal code stem within the Quoting Engine System and cannot be bespoke to individual products.
  1. ICAAL will provide the Client with a Specified Installation Area and Price Multiplier Form including a full list of UK postal code stems wherebya) The Client will select which postal code stems they wish to include within the Quoting Engine System.b) The Client will specify the exact Price Multiplier (to 3 decimal places) to be applied to each postal code stem selected within their specified Installation Area.
  1. All enquiries generated from the Quoting Engine System which are outside of the Client’s Specified Installation Area will automatically become the property of ICAAL.

Proprietary Rights

  1. The Client acknowledges and agrees that ICAAL and/or its licensors own all intellectual property rights in the Services and the Software. Except as expressly stated herein, the agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services and the Software.
  1. ICAAL confirms that it has all the rights in relation to the Services and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the agreement.

Confidentiality

  1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement. A party’s Confidential Information shall not be deemed to include information that:a) Is or becomes publicly known other than through any act or omission of the receiving party;b) Was in the other party’s lawful possession before the disclosure;c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;d) Is independently developed by the receiving party, which independent development can be shown by written evidence; ore) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  1. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
  1. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the agreement.
  1. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
  1. The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute ICAAL’s Confidential Information.
  1. ICAAL acknowledges that the Customer Data is the Confidential Information of the Client other than where a member of the general public has entered their details on the Quoting Engine System based in a postal code stem outside of the Client’s Specified Installation Area as stipulated in the agreement. Subsequently this data is considered to comprise ICAAL’s Confidential Information.
  1. Clauses 89-95 of these terms and conditions shall survive termination of the agreement, however arising

CloudGlaze Lead Generation Services (Clauses 96-120)

  1. The following definition of terms are contained in a CloudGlaze lead generation services agreement:
    • CloudGlaze – Internet Consultants and Associates Ltd (ICAAL) trading as CloudGlaze
    • User – The person who, using one of CloudGlaze sites, submits a form to make an enquiry.
    • Subscriber – The purchaser of the lead.
    • Site – One of CloudGlaze’s lead generation websites.
    • Form – The online form used to submit an enquiry through one of CloudGlaze’s websites.
    • Qualification – The process used to confirm the users details from the enquiry form before the lead is sent to the Subscriber.
    • Lead – A qualified enquiry raised by a User on one of CloudGlaze’s websites which is then sent to the Subscriber.

Parties

  1. The agreement is made between the Subscriber (buyer of leads) named on the application and Internet Consultants and Associates Ltd (ICAAL) trading as CloudGlaze (provider of leads) hereafter in clauses 96-120 referred to as CloudGlaze.

Consent

  1. The Subscriber named in the application form confirms that they have the authority to enter into the agreement and that the details provided in the CloudGlaze application form are accurate. They are thereby bound by the Terms and Conditions as stipulated in this document.
  1. The Subscriber will inform CloudGlaze of any changes to these details within 28 days of the change occurring. Should CloudGlaze refuse the application, they are under no obligation to provide a reason for the refusal.
  1. The Subscriber gives its consent to CloudGlaze to carry out any relevant searches on any or all individuals or trading styles of the Subscriber’s business at any home or business address associated with the Subscriber, with any credit reference agency that CloudGlaze deems appropriate. Such credit agencies may keep a record of that search and may share that information with other parties.

Obligations of CloudGlaze

  1. CloudGlaze’s sole responsibility is to provide qualified leads to Subscribers.

Exclusion of Liability

  1. CloudGlaze’s sole obligation is to put the User in contact with the Subscriber; it will not intervene in any negotiations and will in no way be held responsible for any disagreements or contractual arrangements that may occur.
  1. Whilst every effort is made to assess the User and their enquiry the Subscriber agrees not to hold CloudGlaze responsible for false information, nor for any consequential damages that result, whether direct or indirect.

Indemnity

  1. CloudGlaze, its employees, agents and contractors will not be responsible for any damages the Subscriber’s business may suffer. The Subscriber agrees that it shall defend, indemnify, save and hold CloudGlaze, its employees, agents and contractors harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against CloudGlaze, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
  1. CloudGlaze makes no warranties of any kind, expressed or implied for services we provide. The Subscriber disclaims any warranty or merchantability or fitness for a particular purpose.The Subscriber agrees to defend, indemnify and hold harmless CloudGlaze against liabilities arising out of;a) Any injury to person or property caused by any products sold or otherwise distributed in connection with CloudGlaze;b) Any material supplied by the Subscriber to the User infringing or allegedly infringing on the proprietary rights of a third party;c) Copyright infringement.d) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by CloudGlaze and its employees.

Lead Criteria

  1. The leads CloudGlaze pass are not guaranteed appointments or sales; therefore the Subscriber is paying for the lead itself.
  1. All leads passed by CloudGlaze to the Subscriber are fully qualified via telephone in order to confirm the following criteria:
    1. The User is a homeowner (or if they are not, they have permission to gather quotes and pay for the work).
    2. The quote is for supply and fit or supply only (where applicable)
    3. The address the quote is for.
    4. The User is considering having the work completed within the next 6 months.
    5. The User’s best contact telephone number.
    6. The User agrees for their details to be passed to the Subscriber.

Distribution of Leads

  1. CloudGlaze quotes and leads are distributed:
    1. To a maximum of 3 subscribers in all other cases where exclusivity has not been agreed.
    2. By email or SMS text as specified by the Subscriber in their CloudGlaze application form.

Pricing

  1. The subscriber agrees to pay CloudGlaze based on the prices specified in the agreement.
  1. CloudGlaze may revise prices after having notified the Subscriber 14 days before the price changes come into effect.

Payment

  1. Invoices are sent at least 48 hours after the lead has been issued.
  1. The total amount including VAT is then payable via either BACS or card within 2 weeks from the date of the invoice.

Rules Regarding Lead Rejection

  1. All disputed leads must be returned following this procedure:
    • Reply to the email received without amending the subject line of the email, stating the reason the lead is being disputed. This must be received within 48 hours of the exact date and time when CloudGlaze sent the lead to the Subscriber.

Only the following reasons will be investigated, all other reasons will result in the lead being payable:

  • If the lead does not meet the Lead Criteria as specified in Clause 107.
  • If the lead transpires to be a competitor checking the market.
  • If the lead is a duplicate received from another source. Evidence will need to be provided to prove that this lead was received before CloudGlaze’s lead.
  • It’s a hoax lead.

Obligations of Subscriber

  1. The Subscriber undertakes to provide the User with the best possible service and to complete all work arranged.
  1. CloudGlaze cannot be held in any way responsible should the Subscriber fail to fulfil any of its obligations to the User.
  1. The Subscriber agrees to the following obligations:
    1. Having up-to-date Public and Employers Liability Insurance as appropriate.
    2. Respond within 2 working days to enquiries received from CloudGlaze.
    3. Provide a written quotation or detailed order before work is undertaken.
    4. Undertake the work on the dates and within the time-scales arranged.
    5. Respect the current standards of work and employ competent staff.
    6. Leave the work-site in a clean and tidy state (if applicable).

Professional Membership of Recognised Organisations

  1. As a member of CloudGlaze you are required to belong to the relevant trade association or professional body where applicable (for example FENSA or CERTASS for receipt of double glazing and conservatory leads).
  1. The Subscriber is required to provide CloudGlaze with a copy of their public liability insurance.

Termination

  1. Both parties shall have the right to terminate the agreement at any time by giving notice in writing to the other party.
  1. If any single provision in the agreement should be held to be invalid that provision shall be severed and the remaining provisions shall continue to have full force and effect.

Print Media Projects and Printing (Clauses 121-130)

  1. ICAAL will only commence work on a project once a deposit of 50% of the total amount due has been received from the Client.
  1. The Client agrees to delegate a primary contact to aid ICAAL with progressing any project in a satisfactory and expedient manner.
  1. The Client agrees to provide ICAAL with a designated email address for the purposes of communication regarding any project or services and sign off thereof.
  1. The Client agrees to provide ICAAL with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
  1. The Client acknowledges that all completion dates and lead times provided by ICAAL regarding a project are advisory only and that ICAAL cannot guarantee project completion dates or lead times.
  1. Copyright is retained by ICAAL on all design work including words, pictures, ideas, visuals and illustrations until all costs have been settled.
  1. Before any graphic project, image, copywritten content or document is submitted for printing the customer will be asked to provide sign off either verbally or in writing via email.
  1. The customer assumes all responsibility for the contents of the files submitted for printing. ICAAL hereby excludes itself, its Employees and or Agents from all and any liability from;
    a) Loss or damage caused by any inaccuracy in the files submitted for printing;
    b) Loss or damage caused by omission in the files submitted for printing;
    c) Loss or damage caused by delay or error, whether the result of negligence or other cause;
    d) Loss or damage to clients’ artwork/photos, supplied for printing. Immaterial whether the loss or damage results from negligence or otherwise.
  1. The customer agrees to fully indemnify and hold ICAAL, its Employees and or Agents free from harm, loss or damage in any and all claims resulting from any of the reasons listed in clause 128, points a to d.
  1. Any costs arising from the need for reprinting for any purpose are the sole responsibility of the customer and thus payable by the customer.

Web Hosting (Clauses 131-162)

Transition and Implementation

  1. At the request of the Client, ICAAL will transfer the Website from its development servers (or use reasonable endeavours to assist with the transition of the Website from any third party host) to ICAAL’s servers.
  1. ICAAL will implement the hosting of the Website within ten (10) working days after the date of receipt of a copy of the Website.
  1. Within five (5) working days following notification from ICAAL that the transfer of the Website to ICAAL’s servers has been completed, the Client will comprehensively test the hosting of the Website and will inform ICAAL of the results of those tests.

Maintenance

  1. ICAAL may suspend public access to the Client’s website in order to carry out scheduled maintenance or repairs. Subject to this, ICAAL will use its best endeavours to maintain the Website availability.
  1. ICAAL will make back-ups of the Client’s Website every working day, and will retain such back-ups for twenty (20) days.

Client Responsibilities

  1. The Client will provide ICAAL with all co-operation, information and documentation reasonably required for the implementation and hosting of the Website, and the Client will be responsible for procuring any third party co-operation reasonably required for the implementation and hosting of the Website.
  1. Hosting services are provided to the Client only, and the Client may not resell the hosting services to any third party.

Acceptable Use

  1. The Client must not use the Website:(a) to host, store, send, relay or process any Prohibited Content;Prohibited Content means:

    (i) material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against ICAAL or the Client or any third party;

    (ii) pornographic or lewd material; [and]

    (iii) messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail.

    (b) for any purpose which is unlawful, fraudulent, or infringes any third party rights;

    (c) in any way which may put ICAAL in breach of a contractual or other obligation owed by ICAAL to any internet service provider.

  1. ICAAL reserves the right to remove content from the Website where it reasonably suspects such content is Prohibited Content.
  1. The Client acknowledges that ICAAL does not purport to monitor the content of the Website.
  1. Where ICAAL reasonably suspects that there has been a breach of the provisions of Clause 137 or Clause 138, ICAAL may suspend the Client’s Website and / or the Client’s access to the Client’s Website while it investigates the matter.
  1. Subject to Clause 141, any breach by the Client of Clause 137 or Clause 138 will be deemed to be a material breach of these Terms and Conditions for the purposes of Clause 157.
  1. The Client will indemnify ICAAL and undertakes to keep ICAAL indemnified against all liabilities, damages, losses, costs and expenses arising as a result of any breach of this agreement.

Charges and payment

  1. ICAAL will issue invoices for the Charges to the Client.
  1. The Client will pay the Charges to ICAAL, annually in advance.
  1. Charges must be paid by debit or credit card, bank transfer or by cheque (using such payment details as are notified by ICAAL to the Client from time to time).
  1. If the Client does not pay any amount properly due to ICAAL under or in connection with these Terms and Conditions, ICAAL may charge the Client statutory interest pursuant to the late payment legislation.

Limitations and exclusions of liability

  1. ICAAL will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings the Client may incur.
  1. ICAAL will not be liable for any loss of business, contracts or commercial opportunities the Client may incur.
  1. ICAAL will not be liable for any loss of or damage to goodwill or reputation the Client may incur.
  1. ICAAL will not be liable in respect of any loss or corruption of any data, database or software the Client may incur.
  1. ICAAL will not be liable in respect of any special, indirect or consequential loss or damage the Client may incur.
  1. ICAAL will not be liable for any losses the Client may incur arising out of a Force Majeure Event.

Data protection

  1. The Client warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to ICAAL under these Terms and Conditions, and that the processing of that Personal Data by ICAAL for the purposes of and in accordance with these Terms and Conditions will not breach any applicable laws.

Publicity

  1. Te Client will not make any public disclosure relating to the Web Hosting Agreement (including press releases, public announcements and marketing materials) without the prior written consent of ICAAL, not to be unreasonably withheld or delayed.

Term and Termination

  1. The duration of the Web Hosting Agreement shall be twelve (12) months unless agreed otherwise by the parties in writing. Thereafter, without 30 days prior notice of cancellation in writing from the Client, ICAAL will continue to provide Web Hosting for a period of the same duration.
  1. ICAAL may terminate the Web Hosting Agreement immediately by giving written notice to the Client if the Client:(a) commits any material breach of any term of these Terms and Conditions, and:(i) the breach is not remediable; or

    (ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

    (b) persistently breaches these Terms and Conditions.

  1. ICAAL may terminate the Web Hosting Agreement immediately by giving written notice to the Client if:(a) the Client:(i) is dissolved;

    (ii) ceases to conduct all (or substantially all) of its business;

    (iii) is or becomes unable to pay its debts as they fall due;

    (iv) is or becomes insolvent or is declared insolvent; or

    (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

    (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

    (c) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement);

    (d) (where the Client is an individual) that Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

  1. ICAAL reserve the right to retain full ownership of all assets (including website files, databases and content) hosted on its server(s) in the event that:(a) the Client:(i) is dissolved;

    (ii) ceases to conduct all (or substantially all) of its business;

    (iii) is or becomes unable to pay its debts as they fall due;

    (iv) is or becomes insolvent or is declared insolvent; or

    (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

    (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

    (c) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement)

    ICAAL will retain such ownership until such time as all the Client’s outstanding debts have been paid to ICAAL in full. Moreover, all data generated from the website whilst the Client still has outstanding debts payable to ICAAL will be owned by ICAAL.

General

  1. If a Clause of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
  1. Nothing in these Terms and Conditions will constitute a partnership, agency relationship or contract of employment between the parties.
  1. These Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

Force Majeure

  1. ICAAL shall have no liability to the Client under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ICAAL or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

Waiver

  1. A Waiver of any right under these terms and conditions is only effective if it is in writing. It applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
  1. Unless specifically provided otherwise, rights arising under these terms and conditions are cumulative and do not exclude rights provided by law.

Severance

  1. If any provision (or part of a provision) of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  1. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Assignment

  1. The Client shall not, without the prior written consent of ICAAL, assign, transfer, charge, sub-contract, or deal in any other manner with all of any of its rights or obligations under these terms and conditions.
  1. ICAAL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights and obligations under these terms and conditions.

No Partnership or Agency

  1. Nothing in these terms and conditions is intended to or shall operate to create a partnership between the Client and ICAAL, or authorise either party to act as agent for the other, and neither party shall have the 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).

Third Party Rights

  1. These terms and conditions do not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Complaints

  1. Complaints must be sent in writing to Internet Consultants and Associates Ltd’s (ICAAL) registered office:
    3 – 4 Eastwood Court, Broadwater Road, Romsey, SO51 8JJ.

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