Terms & Conditions

Icon Creative Limited (hereinafter referred to as “the Company”, “we”, “us”, or “our”) is a creative digital agency registered in Northern Ireland under company number NI042444, with its registered office at 704 Lisburn Enterprise Centre, Lisburn BT29 2YU, Northern Ireland. These Terms and Conditions (“Terms”) govern all services provided by the Company to you (the “Client”, “you”, or “your”). By engaging our services, placing an order, or accepting a quotation, you agree to be bound by these Terms.

We believe in transparency. These Terms are always available on our website and may be updated from time to time. The version in effect at the time of your order will apply. If you do not agree to these Terms, do not engage our services.

1. Definitions and Interpretation

In these Terms:

• “Services” means all creative, digital, design, marketing, website development, software, production, and related services provided by the Company as detailed in the Quotation or Proposal.
• “Quotation” or “Proposal” means the written estimate or proposal provided by the Company outlining the Services, fees, and timelines.
• “Deliverables” means any designs, artwork, websites, code, content, or other outputs produced as part of the Services.
• “Intellectual Property Rights” or “IPR” means all patents, copyrights, design rights, trademarks, trade secrets, database rights, and other intellectual property rights, whether registered or unregistered, anywhere in the world.
• “Client Materials” means any materials, data, content, or information provided by the Client to the Company.
• Headings are for convenience and do not affect interpretation. Words in the singular include the plural and vice versa.

2. Agreement and Scope of Services

2.1 These Terms, together with the accepted Quotation or Proposal, form the entire agreement between the Company and the Client (the “Agreement”). No other terms apply unless agreed in writing and signed by both parties.

2.2 The Services are as specified in the Quotation. Any variations must be agreed in writing and may result in additional fees and timeline adjustments.

2.3 The Company will perform the Services with reasonable skill and care, using qualified personnel. We may subcontract parts of the Services without notice, but remain responsible for them.

2.4 The Client agrees to cooperate fully, providing all necessary Client Materials, approvals, and information promptly. Delays caused by the Client may extend timelines and incur additional charges.

3. Orders and Acceptance

3.1 Placing an order (verbally, in writing, or via email) constitutes acceptance of these Terms and the Quotation.

3.2 Orders may require a purchase order or signed confirmation from an authorised Client representative.

3.3 No signature on these Terms is required for them to apply; acceptance is implied by proceeding with the Services.

4. Cancellation and Termination

4.1 Orders cannot be cancelled without our prior written agreement. If agreed, the Client must pay for all work completed, materials ordered, and a cancellation fee (up to 50% of the total Quotation value) to cover costs incurred.

4.2 Either party may terminate the Agreement if the other breaches a material term and fails to remedy it within 14 days of notice, or becomes insolvent.

4.3 Upon termination, the Client must pay for all Services provided up to the termination date. The Company may suspend Services if payments are overdue.

4.4 Termination does not affect accrued rights, including payment obligations or IPR provisions.

5. Quotations and Pricing

5.1 Quotations are valid for 30 days from issuance unless stated otherwise and are based on current costs, rates, and the initial brief.

5.2 We reserve the right to revise Quotations if the brief changes, Client Materials are unclear or incomplete, or additional work is required. We will notify you of any changes before proceeding.

5.3 Changes requested during the project will be charged at our standard hourly rate (£100 per hour, exclusive of VAT). We will provide a revised estimate for approval.

5.4 Post-sign-off updates or alterations will be treated as new work and charged accordingly.

5.5 All prices exclude VAT, which will be added at the prevailing rate. Additional expenses (e.g., travel, third-party fees) will be reimbursed with prior approval.

5.6 For rush projects requiring expedited delivery, a 50% rush fee applies to the total project cost. We will notify you in advance.

6. Invoicing and Payment Terms

6.1 Invoices are issued upon completion of milestones or the full project, as agreed. We may invoice progressively for ongoing work.

6.2 Payment is due within 14 days of invoice date for established clients. New clients must pay 50% upfront, with the balance on completion.

6.3 For large digital/web projects, payment is staged: 50% upfront, 25% at midpoint, and 25% on completion.

6.4 Overdue invoices accrue interest at 8% above the Bank of England base rate, compounded monthly, plus any collection costs.

6.5 Queries on invoices must be raised in writing within 7 days. Unpaid invoices may result in suspension of Services, including website hosting or access.

6.6 We accept payment by bank transfer or credit card (subject to fees). Title to Deliverables does not pass until full payment.

7. Delivery and Acceptance

7.1 Delivery timelines are estimates. We aim to meet them but are not liable for delays beyond our control.

7.2 The Client must review and approve Deliverables within 7 days of delivery. Failure to notify issues constitutes acceptance.

7.3 If delayed by the Client for over 30 days, we may invoice for work completed and store materials at the Client’s expense.

7.4 Risk in physical goods passes on delivery; ownership passes only on full payment.

8. Preliminary Work and Proofs

8.1 All preliminary designs, concepts, or experiments requested by the Client are chargeable at our rates.

8.2 We may use approved Deliverables for our marketing purposes unless you object in writing.

8.3 Multiple concepts are provided, but you may select and use only one without additional fees. Unused concepts remain our property.

8.4 Proofs are submitted for approval. Corrections after the second proof are chargeable. We are not liable for errors in approved proofs.

9. Intellectual Property Rights & Ownership

9.1 General Principle All Intellectual Property Rights (IPR) in any Deliverables, designs, artwork, code, concepts, templates, or other materials created by the Company (or on its behalf) in connection with the Services vest in and remain the property of the Company unless and until expressly assigned in writing (which will usually require additional fees and a separate agreement).

Upon full payment of all fees due under the Agreement, the Company grants the Client a non-exclusive, worldwide, perpetual, royalty-free license to use the final approved Deliverables solely for the purposes set out in the Quotation/Proposal (e.g., operating your website, using your branding in your business). This license does not include rights to resell, sublicense, or exploit the Deliverables commercially in ways not contemplated by the brief.

9.2 What the Client Owns You own:

• Your pre-existing materials, branding elements, logos, trademarks, and any content you supply to us (Client Materials).
• The combination of visual assets specifically created or customised for your project, including your unique brand identity, colour palette, user interfaces, typography selections, layout designs, and other visual components as embodied in the final Deliverables (subject always to third-party licenses and our retained rights in underlying tools/code).
• All original text content, copywriting, photography, video, or other multimedia you provide or that we create specifically as bespoke content for you (excluding stock/third-party licensed assets).

9.3 What the Client Does Not Own / Licenses Only You do not own (and the license above does not grant ownership of):

• Custom Source Code — Unless specifically agreed in writing prior to project commencement (and usually for an additional fee), you do not own the custom HTML, CSS, JavaScript, PHP, backend code, scripts, frameworks, plugins, or other source code developed by us. We retain full IPR in such code (including the right to reuse, adapt, or incorporate elements in other projects). You receive a license to use it as part of operating the final website only.
• Domain Names — You are the registered owner (or we register in your name), but registration grants exclusive use rights only (similar to a phone number); you do not “own” the domain outright. Renewal fees are your responsibility.
• Web Servers / Hosting Infrastructure — You rent space or services; you do not own physical or virtual servers unless separately purchased.
• Web Platforms & Software — Underlying platforms (e.g., LAMP stack: Linux, Apache, MySQL, PHP; or Windows/IIS/.NET), databases (e.g., MySQL, PostgreSQL), open-source tools, or third-party software remain owned by their respective providers or licensors. You own your data stored within them but not the software itself.
• Content Management System (CMS) — Whether open-source (e.g., WordPress), proprietary, or custom-built by us, the CMS software/framework is not assigned to you. You own your content entered/managed within it but not the system.
• Stock Photography, Icons, Fonts, Templates, or Third-Party Assets — These are licensed to you (often non-exclusively) under the provider’s terms. You have permission to use them in the Deliverables but do not own copyright/title. We will inform you of any specific license restrictions.
• Preliminary Work, Rejected Concepts, Unused Designs, or Our Proprietary Tools — All drafts, concepts not selected, working files, original layered artwork, templates, reusable components, or development files remain our property. You may not use, adapt, or reproduce them without our written consent (and additional fees).

9.4 Third-Party Materials & Stock Assets Where we incorporate third-party materials (e.g., stock images, fonts, plugins), they are provided under license to you. You must comply with all license terms (we will provide copies on request). We make no warranty beyond passing on the third-party license.

9.5 Warranties & Indemnity

• You warrant that all Client Materials do not infringe any third-party IPR and that you have all necessary rights/permissions.
• You indemnify and hold us harmless against any claims, losses, damages, costs (including legal fees), or expenses arising from breach of this warranty or any infringement related to Client Materials.
• We warrant that, to the best of our knowledge, final Deliverables (excluding Client Materials/third-party assets) do not infringe third-party IPR when used as intended.

9.6 Exclusivity & Similarity We do not guarantee exclusivity. We are not liable for any unintentional similarities between our work and third-party materials, trademarks, designs, or branding.

9.7 Moral Rights To the extent permitted by law, you agree that we (and our personnel) waive any moral rights in the Deliverables.

9.8 Future Use by the Company. We may use anonymised elements of the final Deliverables, general concepts, or our proprietary code in our portfolio, marketing, or future projects (without identifying you or your specific business unless agreed).

10. Client’s Property and Materials

10.1 Client Materials are held at your risk. We recommend you insure them.

10.2 We are not liable for loss or damage to Client Materials unless caused by our gross negligence.

11. Digital and Website-Specific Terms

11.1 For WordPress or similar platforms, updates may require amendments. We are not liable for third-party changes (e.g., plugins, APIs); fixes are chargeable.

11.2 We implement reasonable security measures but are not liable for hacks or breaches. If compromised, we may take sites offline; restoration is chargeable.

11.3 Domain names are registered in your name but managed by us. Fees are non-refundable and recur annually.

11.4 Hosting is provided via third-party servers with 99.9% uptime. Backups are daily/weekly/monthly. We are not liable for downtime beyond our control.

11.5 You own your content, branding, and visuals (subject to third-party licenses). You do not own underlying platforms, CMS, custom code, or servers unless agreed.

11.6 For software development, source code is not provided unless specified.

12. Print and Production-Specific Terms

12.1 Colour matching is approximate; we are not liable for variations.

12.2 Quantities may vary by ±10%; charges adjust accordingly.

12.3 Signage/exhibition work requires 50% deposit.

13. Confidentiality

13.1 Both parties will keep confidential information secret, using it only for the Services.

13.2 This survives termination.

14. Liability and Indemnity

14.1 Our liability is limited to the fees paid for the affected Services. We exclude liability for indirect, consequential, or economic losses (e.g., lost profits).

14.2 We are not liable for third-party claims, delays, or errors from unclear instructions.

14.3 Complaints must be notified within 7 days of delivery.

14.4 You indemnify us against losses from your breaches, including IPR infringements.

14.5 Nothing limits liability for death, injury, or fraud.

15. Force Majeure

15.1 Neither party is liable for delays due to events beyond control (e.g., strikes, pandemics, acts of God).

16. Data Protection (UK GDPR)

16.1 We comply with the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.

16.2 If we process personal data on your behalf, we act as a processor; you are the controller. A separate Data Processing Agreement may be required.

16.3 You warrant that any personal data provided is compliant with UK GDPR, including obtaining consents.

16.4 We use your data only to provide Services and administer your account. We do not share it without consent.

16.5 For queries, contact our Data Protection Officer at studio@icon-creative.com.

17. General Lien

17.1 We have a lien over Client Materials for unpaid debts and may dispose of them after 14 days’ notice to recover amounts due.

18. Governing Law and Dispute Resolution

18.1 These Terms are governed by the laws of Northern Ireland. Disputes shall be subject to the exclusive jurisdiction of Northern Ireland courts.

18.2 We encourage informal resolution; if not, mediation may be attempted before litigation.

Updated 30/11/25