1.1. The Client : The company or individual requesting the services of iCandy Design.
1.2. iCandy Design: Primary designer/site owner & employees or affiliates.
2.1. These terms and conditions govern your use of the iCandy Design website and your relationship with iCandy Design.
2.2. Please read the Terms and Conditions carefully as they affect your rights and liabilities under the law.
3.1. Unless otherwise stated, the copyright and any other rights in all material on this website are owned by iCandy Design.
3.2. Except as specifically permitted in particular areas of the site, none of the information on this site may be reproduced, modified, copied or distributed in any form or by any means without prior written permission from iCandy Design.
3.3. No part of this site may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without iCandy Design’s prior written permission and no waiver will be valid unless in writing and addressed directly to the party concerned.
3.4. The trade marks, logos and services marks displayed on this site are the property of iCandy Design, its licensor or other third parties. You may not use any of these without prior written consent of iCandy Design or the third party who owns the relevant mark.
3.5. If you do not agree to these terms and conditions, please do not register for or use the iCandy Design website.
3.5.1. If you do not agree to these terms and conditions, please do not register for or use the iCandy Design website.
3.5.2. By accessing any part of this site, you will be deemed to have accepted these terms and conditions in full.
3.5.3. We may update these terms and conditions from time to time for legal or regulatory reasons or to allow the proper operation of the iCandy Design website.
3.5.4. Any changes will be notified to you via a suitable announcement on the iCandy Design website.
3.6. Whilst iCandy Design endeavours to ensure that the site is normally available 24 hours a day, iCandy Design will not be liable if for any reason the site is unavailable at any time or for any period.
3.7. Access to this site may be suspended temporarily or permanently and without notice.
4.1. All rights title and interests including the Rights:
4.1.1. in all iCandy Design Materials will remain vested in iCandy Design and be the iCandy Design’s absolute property including but not limited to all source files.
4.1.2. in all Commissioned Materials will remain vested in the third party that created the material and shall be the Third party’s absolute property unless such rights are assigned to iCandy Design in which case they shall be deemed iCandy Design Materials.
4.1.3. in all Existing Materials will remain vested in the third party that created the material and shall be the Third party’s absolute property.
4.1.4 in any material provided by the client to iCandy Design in connection with the services will remain vested in the client and be the client’s absolute property.
4.2. Unless stated otherwise in these conditions or as otherwise agreed in writing between the parties no right title or interest in any material belonging to one party shall be transferred, assigned, acquired or otherwise granted to the other.
4.3. The clients grants a right to iCandy Design to use the client materials for the purposes of carrying out the services.
4.4. Subject to the client paying to iCandy Design (and any third party where relevant) all the charges and other sums due to iCandy Design (and such third party) in full in accordance with these conditions:
4.4.1. The Agency hereby grants an exclusive perpetual licence to the client to use, for its own internal business purposes (including the promotion and advertising of the client or its own services and products) iCandy Design Material insofar as it contains the client information; and
4.4.2. iCandy Design hereby grants a non-exclusive licence to the client to use, for its own internal business purposes (including the promotion and advertising of the client or its own services and products) iCandy Design material insofar as it contains general concepts ideas knowhow or other Rights which could be utilised for other clients of iCandy Design and iCandy Design reserves the right to licence such iCandy Design material to third parties (provided it does not contain any confidential information belonging to the client or any client material).
4.4.3 Usage of all materials produced is intended for the United Kingdom and Ireland. Any and all usage of all materials produced outside of these countries will need estimating and invoicing before being issued and used.
5.1. iCandy Design will carry out work only where an agreement is provided, either by email, telephone, mail or fax.
5.2. iCandy Design will carry out work only for clients who are eighteen years of age or above.
5.3. iCandy Design will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
5.4. A non-refundable deposit may be required on projects before any design work will be carried out.
5.5. Any artwork, images, or text supplied and/or designed by iCandy Design on behalf of the client, will remain the property of iCandy Design and/or its suppliers and may only be commercially reproduced or resold with the permission of iCandy Design. This excludes Logo design in which full copyright will be passed to the client upon receipt of full payment.
5.6. iCandy Design cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
5.7. Any additions to briefs provided will be carried out at the discretion of iCandy Design and where no charge is made by iCandy Design for such additions, iCandy Design accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
5.8. The client agrees to make available as soon as is reasonably possible to iCandy Design all materials required to complete the project to the agreed standard and within the set deadline.
5.9. iCandy Design will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
5.10. iCandy Design reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.
5.11. The client agrees to allow iCandy Design to place a small credit on printed material, exhibition displays, advertisements and/or a link to iCandy Design's own website on the client's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
5.12. The client also agrees to allow iCandy Design to place all designs on iCandy Design's own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.
6.1. Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, iCandy Design cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
6.2. The website, graphics and any programming code remain the property of iCandy Design until all outstanding accounts are paid in full.
6.3. Any scripts, applications or software (unless specifically agreed) written by iCandy Design remain the copyright of iCandy Design and may only be commercially reproduced or resold with the permission of iCandy Design.
6.4. iCandy Design will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner. e.g. Any disputes re content/images that have been provided to us for inclusion on the site.
6.5. iCandy Design will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
6.6. Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e. if the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary. Once full payment is received for a website, it is assumed that the project has been completed to the Clients’ satisfaction and no refunds can be offered. We do offer free support for a month after completion to allow for any final training that may be required.
6.7. iCandy Design cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
6.8. Where applications or sites are developed on servers not recommended by iCandy Design, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Clients’ responsibility to provide a suitable testing environment which is identical to the final production environment.
6.9. The client is expected to test fully any application or programming relating to a site developed by iCandy Design before being made generally available for use.
6.10 Where "bugs", errors or other issues are found after the site is live, iCandy Design will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
6.11. iCandy Design will endeavor to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software most frequently used at release. iCandy Design can offer no guarantees of correct function with all browser software.
7.1. Whilst iCandy Design recommends or provides hosting services, no guarantees can be made as to the availability or interruption of this service.
7.2. iCandy Design cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss or turnover, sales, revenue, profits or indirect, consequential or special loss.
8.1. Due to external factors, such as changes to the way search engines rank websites, we cannot offer any guarantees regarding the position we will achieve for websites. The process of optimizing websites itself will bring in more traffic and hits and you'll see visits increase to your site naturally. We cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors that they use to rank websites.
8.2. We use 'white hat techniques' when optimizing websites and always aim to achieve a top ten ranking for your website within six months of undertaking the optimization process. Due to the work involved payment is generally required in advance and we are unable to offer a refund of any monies to clients in relation to this type of work.
9.1. iCandy Design shall invoice the Client as specified in the Agreement. Each invoice shall include such supporting information required by the Client to verify the accuracy of the invoice, including the relevant Purchase Order Number (where applicable).
9.2. The Client shall, following the receipt of a valid VAT invoice, pay to iCandy Design a sum equal to the VAT chargeable in respect of the Services.
9.3. In consideration of the supply of the Services by iCandy Design, the Client shall pay iCandy Design the invoiced amounts no later than 30 days.
9.4. The Client shall pay iCandy Design all amounts due under the contract in full without any set-off, counterclaim deduction or withholding (except for any deduction or withholding required by law).
9.5. If the Client fails to make any payment due to iCandy Design under the contract by the due date for payment iCandy Design shall, without limiting its other rights or remedies, have the right to suspend performance of the services, access to any services or the related website(s) may be denied and web pages removed.
9.6. iCandy Design reserves the right to charge the Client interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
9.7. iCandy Design also reserves the right to charge and recover from the Client any and all costs incurred by iCandy Design in recovering overdue invoices.
10.1. The Contract may be terminated at any time by either party giving the other at least 90 days’ prior written notice of termination.
10.2. iCandy Design will be entitled forthwith to terminate the Contract by notice in Writing to the Client if the Client:
10.2.1. fails to make any payment due to be made by the Client under the terms of the Contract within 7 days after the date on which the same falls due.
10.2.2. has provided information to iCandy Design which in iCandy Design’s reasonable opinion, is false or misleading.
10.3. Any termination of the Contract will be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of such termination by the other party, including, without limitation all monies outstanding in respect of invoices submitted by iCandy Design and any charges and expenses payable by the Client up to and including the date of termination of the Contract in respect of which iCandy Design will be entitled to submit an invoice forthwith following the date of termination of the Contract.
11.1. iCandy Design will not be liable to the client or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of iCandy Design’s obligations in relation to the services, if the delay or failure is due to circumstances beyond iCandy Design’s reasonable control.
11.2. If any event of force majeure continues to prevent iCandy Design from performing the contract in accordance with its terms for more than 90 days, the client will be entitled to terminate the contract by notice in writing having immediate effect.
12.1 iCandy Design will not share or sell any of your details with third party companies, without your express permission and will only email you or contact you about work related matters.
12.2. Subject to clause 12.3, each Party shall:
12.2.1. treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and
12.2.2. not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement.
12.3. Notwithstanding clause 12.2, a Party may disclose Confidential Information which is receives from the other Party:
12.3.1. where disclosure is required by applicable law or by court of competent jurisdiction;
12.3.2. to its auditors or for the purposes of regulatory requirements;
12.3.3. on a confidential basis, to its professional advisers;
12.3.4. to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;
12.3.5. where the receiving Party is the Supplier, to the Staff on a need to know basis to enable performance of the Supplier’s obligations under the Agreement provided that the Supplier shall procure that any Staff to whom it discloses Confidential Information pursuant to this clause 12.3.5 shall observe the Supplier’s confidentiality obligations under the Agreement; and
12.3.6. where the receiving Party is the Client:
(a) on a confidential basis to the employees, agents, consultants and contractors of the Client;
(b) on a confidential basis to any other Central Government Body, any successor body to the Central Government Body or any company to which the Client transfers or proposes to transfer all or any part of its business;
(c) to the extent that the Client (acting reasonably) deems disclosure necessary or appropriate in the core of carrying out its public functions; or
and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Client under this clause 12.
13.1 iCandy Design accepts no responsibility for the contact on any site to which a hypertext link from this site exists. The links are provided ‘as is’ with no warranty, express or implied, for the information provided within them. Provision of a link does not imply any endorsement by iCandy Design of the relevant site.
14.1 Anyone who experiences a problem with their web service provided by iCandy Design should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as an url) and clearly outlining the grounds for complaint.
14.2. iCandy Design will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
15.1. The formal complaints procedure should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure.
15.2. A formal complaint should be made in writing to iCandy Design, who will acknowledge receipt and ensure that the matter is looked into as soon as possible.
15.3. An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.