Placement of an order with The Company will confirm acceptance of these Terms and Conditions and will be regarded as a Contract.
‘Client’ is any business or individual to whom The Company provides Services
‘Contract’ is the terms and conditions set out in this document
‘The Company’ is Blueice Business Development Ltd. T/A BlueIce Brands, registered in Scotland numbered SC377536
‘Services’ is all work done by The Company for the Client. For the avoidance of doubt this will include all speculative or unpaid work as well as work for which payment is received or for which invoices are raised.
‘Project Agreement’ is any agreement whether written or verbal made between The Company and the Client relating to Services provided by The Company to the Client.
‘Intellectual Property Rights’, also known as “IPR”, means any and all previous, existing and future intellectual or industrial property rights, including, but without prejudice to the foregoing generality, all existing and future copyrights, design rights (whether registered or unregistered), database rights, patents, trade marks (whether registered or unregistered), internet rights or domain names, know how, confidential information and any and all applications for any of the foregoing and any and all rights to apply for any of the foregoing, in any documents, material, items, inventions, products or other deliverables supplied, developed or created by The Company or on behalf of The Company (whether by an employee or sub-contractor) by virtue of or for the purpose of the provision of the Services provided to the Client by The Company, including, but not restricted to, any logos, designs, computer code (whether source code or object code) or process diagrams;
‘Services’ means all services provided to the Client by The Company, both before and after the Execution Date.
‘Project Agreement’ means the document signed by both the Client and The Company that sets summarises the Services to be provided by the Company (as detailed in the Project Specification), as well as the agreed price for these services and any other project-specific information.
‘Project Specification’ means the detailed list of Services that are to be provided to the Client by The Company as set out in the Project Agreement.
2. Interpretation and Construction
Save to the extent that the context or the express provisions of these Service Terms & Conditions require otherwise, in these Service Terms & Conditions:
2.1) Words importing the singular shall include the plural and vice versa;
2.2) Words importing any gender shall include all other genders.
The headings and sub-headings in these Service Terms & Conditions are included for convenience only and shall be ignored in construing these Service Terms & Conditions.
4. Provision of Information
4.1) The Client warrants that all information and materials supplied by the Client to The Company during the course of the Project:
4.1.1) does not contain anything which constitutes an infringement of copyright, is defamatory, obscene or otherwise illegal;
4.1.2) has the necessary authority and permissions in respect of the use of pictorial representations of (or purporting to be of) living persons and of words attributed to living persons;
4.1.3) shall be legal, decent, honest and truthful, and shall comply with the British code of Advertising Practise or British Code of Sales Promotion Practise and all other codes under the general supervision of the Advertising Standards Authority.
4.2) The Company reserves the right to require copy and other materials to be amended to meet its approval and to terminate or suspend the Project at its sole discretion if such amendments are not made to its satisfaction.
4.3) The Client agrees to indemnify The Company in respect of all costs, damages or other charges falling upon The Company as the result of legal action or threatened legal action arising from the publication and/or distribution of materials and/or information supplied buy the Client.
The company must be give notice in writing of the Cancellation of all or any part of the Project no less than seven working days prior to the project start date as specified in the Project Agreement. If notification of cancellation is not received within the required time period, the Client will be charged at a rate of 50% of the value of the agreed price specified in the Project Agreement. These fees may be waived by The Company at The Company’s sole discretion.
6. Amendments & Additions
Amendments and/or additions to the Project Specification shall be agreed in advance by The Company and the Client and may result in additional costs to the Client. All such additional costs shall be agreed in advance unless specifically stated otherwise in the Project Agreement.
7. IPR Claims
The Company will use their best efforts to perform various checks to ensure that all creative materials that they create do not infringe the IPR of any other person or company in the UK. The Company does not, however, provide any guarantee or warranty that these searches will be completely accurate and the Client agrees to indemnify The Company against all actions, claims, proceedings, costs and damages, including but not restricted to, any damages or compensation paid by the Client on the bona fide advice of its legal advisers to compromise any claim and all legal costs or other expenses arising out of any IPR claims brought against them.
8. Payment Terms
All invoices and any other form of request for payment shall be subject to our Payment Terms & Conditions;
9. Value Added Tax (VAT)
The Company will be entitled to charge the amount of any Value Added Tax payable whether or not stated in The Contract or included in the quotation. For the avoidance of doubt, all prices are quoted exclusive if VAT, unless stated otherwise.
10. Assignation of IPR
All Intellectual Property Rights (IPR) shall remain the property of the Company until such times as full payment of all monies owed to The Company by the Client is received, at which time all relevant IPR shall be assigned to the Client;
All commercially sensitive information provided to The Company by the Client as part of the Project shall be protected by way of a confidentiality agreement.
12. General Terms
The placing of an order by the Client to The Company for any work shall constitute an acceptance of the above conditions and any conditions stipulated on the Client’s own form or elsewhere by the Client shall be void in so far as they are in conflict with them.