Terms and Conditions

These terms and conditions apply between you, the user of this website and/or the client purchasing services, and Paul Edwards trading as ICW Digital, the owner and operator of this website and supplier of the services described on it.

These terms apply to your use of this website, including any sub-domains unless they have their own separate terms, and to any services we provide unless a separate written agreement applies.

Your use of this website, your request for services, your approval of a proposal or quote, or your payment of an invoice will be treated as acceptance of these terms. If you do not agree to these terms, you should stop using the website and not instruct us to carry out work.

In these terms, “user” means any person who accesses this website and “client” means any person or business that purchases or requests services from us.

You must be at least 18 years old to use this website or instruct us to provide services.

Contents

 

 

 

Part A — Website Use Terms

1. Website Use

You may view, download, and print content from this website for your own personal, non-commercial use only.

2. Intellectual Property in Website Content

All content on this website, unless uploaded by users, is the property of Paul Edwards, ICW Digital, affiliates, or relevant third parties.

You must not reproduce, modify, distribute, or use website content for commercial purposes without written permission.

3. Acceptable Use

You must not use this website in any way that causes, or may cause, damage to the website, interferes with anyone else’s use of it, or breaches any applicable law or regulation.

You must not knowingly introduce viruses, malware, or any other harmful material, attempt to gain unauthorised access to the website or any connected server, or attack the website in any way.

This website may contain links to third-party websites. Unless expressly stated otherwise, those websites are not under our control and we are not responsible for their content, availability, or operation.

5. Website Availability

Any online facilities, tools, services, or information made available through this website are provided on an “as is” and “as available” basis.

We make reasonable efforts to keep this website secure, accurate, and available, but we do not guarantee that it will always be free from faults, defects, errors, viruses, or interruptions.

6. Privacy and Cookies

Use of this website is also subject to our Privacy Policy and Cookie Policy.

 

Part B — Service Terms

General Service Relationship

7. Services Covered by These Terms

These terms apply to services supplied by Paul Edwards trading as ICW Digital, including web consultancy, frontend development, WordPress-related services, web design and development, redesigns, migrations, website maintenance, support, mentoring, SEO-related services, PPC management, and related digital services.

Unless stated otherwise, references to “we”, “us”, or “our” mean Paul Edwards trading as ICW Digital, and references to “you” or “client” mean the person or business buying services from us.

8. Quotes and Estimates

Any quote or estimate is based on the information available at the time it is prepared.

Unless stated otherwise, quotes are valid for 30 calendar days from the date of issue. After that, we may review pricing, scope, timings, and availability before accepting the work.

Providing a quote or estimate does not guarantee that we will accept or be available to carry out the work. Work is only confirmed when we agree to proceed.

Any delivery dates or timescales are estimates only unless specifically agreed otherwise in writing.

9. Scope and Exclusions

Unless stated otherwise, a quote or estimate covers only the work described in it. Any additional work, changes in scope, extra revisions, new features, further support, or related work outside the agreed scope will be quoted separately or billed at our current hourly rate with your approval.

Unless specifically stated otherwise, our fees do not include copywriting, content entry, product population, stock image research, stock asset licensing, or the preparation of client-supplied assets. Where these are needed, they will be quoted separately or billed as additional work with approval.

10. What Both Parties Agree

You confirm that you are authorised to instruct us and enter into these terms on behalf of yourself or your business.

You agree to provide information, content, assets, approvals, and access needed for the work within a reasonable time.

We agree to carry out the agreed work with reasonable care and skill and to communicate professionally and in good faith.

11. Client Responsibilities

You are responsible for providing accurate information, feedback, approvals, content, assets, logins, and access needed for us to carry out the work.

You must ensure that you have the right to use any materials, content, branding, images, code, data, or instructions you provide.

You are responsible for keeping your own copies of important content and data unless an agreed service specifically includes backup arrangements.

We are not responsible for delays caused by missing information, missing approvals, or lack of access.

 

Payment, Deposits and Service Suspension

12. Payment Terms

Our standard payment term is 14 calendar days from the invoice date, unless a different payment term or due date is shown on the invoice. Where an invoice shows a different payment term or due date, the term shown on that invoice applies.

Payment must be made in full by the due date shown on the invoice.

If payment has previously been late, we may require payment in advance before carrying out further work.

By asking us to begin work, or by paying an invoice, you confirm acceptance of these terms.

13. Late Payment

If a business invoice becomes overdue, we may pause work, move delivery dates, suspend access to non-essential services, and charge statutory late payment interest and fixed compensation where applicable.

14. Deposits and Prepaid Work

For project work over £500, a 50% deposit is required before work is booked or started.

Deposits and prepaid time banks are non-refundable, but may be repurposed toward other work at our discretion.

If we agree to repurpose a deposit or time bank, this will apply only to work agreed in writing.

15. Suspension or Ending Services

We may suspend or end services if invoices remain unpaid, if required access or information is not provided, if continuing the work would expose us to legal, technical, or security risk, or if the working relationship breaks down to the point that the service can no longer reasonably continue.

If services are suspended or ended, you remain responsible for paying for work already carried out and any agreed charges already incurred.

 

Project and Ad Hoc Work

16. Ad Hoc or Project Work

Ad hoc or project work includes one-off support, development work, frontend implementation, audits, redesigns, migrations, troubleshooting, and similar project-based work.

Invoices for ad hoc or project work cover only the work described on the invoice, quote, or proposal unless stated otherwise.

Any further work, changes in scope, or ongoing support will be quoted separately or billed at our current hourly rate with approval.

17. Project Delays and Rescheduling

If a project is delayed because you do not provide required content, feedback, approvals, or access within a reasonable time, we may move delivery dates and reschedule the work.

Where project time has already been booked or reserved, we may invoice for work completed and for any agreed phase reached before the delay.

If a delayed project is later resumed, it will be scheduled according to our availability and may be subject to a revised timeline or quote.

18. Project Pause, Postponement or Cancellation

If you ask to pause, postpone, or cancel a one-off project after work has started, you remain responsible for paying for work already completed and any agreed third-party costs already incurred.

If booked project work is cancelled or postponed with more than 30 days’ notice, no cancellation fee will apply beyond any fees, deposits, or third-party costs already paid or already due.

If booked project work is cancelled or postponed less than 30 days before the scheduled work date, and the work has been booked or reserved for you, we may charge a cancellation fee equal to 20% of the value of the booked but not yet completed work affected by that cancellation or postponement.

If the project is later resumed, it will be rescheduled according to our availability and may be subject to a revised timeline or quote.

19. Compatibility and Testing

Unless specifically agreed otherwise, we build and test for current mainstream browsers and devices.

Minor visual, functional, or layout differences may occur between browsers, operating systems, devices, and third-party platforms.

Where a project depends on third-party software, plugins, themes, integrations, hosting environments, or external services, compatibility may change over time due to factors outside our control.

20. Intellectual Property

What we keep
Unless otherwise agreed in writing, we retain ownership of our working methods, know-how, tools, processes, templates, systems, libraries, pre-existing materials, and any design concepts, draft work, or other materials not included in the final delivered work.

What you supply
You confirm that you have the right to use any content, images, fonts, graphics, code, data, or other materials you supply to us for the project or service.

Third-party materials
Where we supply third-party assets, fonts, software, or other licensed materials, these remain subject to the terms of the relevant third-party provider.

Your rights on full payment
Once all invoices relating to a specific piece of work have been paid in full, you may use the final delivered work for its intended business purpose. Ownership of any custom final deliverables created specifically for you and included in the final delivered work will also transfer to you. This includes, for example, bespoke logos, original brand artwork, custom illustrations, and other custom design assets created specifically for the finished work.

What is not included in any transfer
Any such transfer does not include our working methods, know-how, tools, processes, templates, systems, libraries, pre-existing materials, third-party licensed materials, or any design concepts, draft work, or other materials not included in the final delivered work.

21. Displaying Our Work

Unless agreed otherwise in writing, we may refer to completed work in our portfolio, case studies, proposals, presentations, and marketing materials, provided this does not breach any confidentiality obligations.

 

Ongoing Services

22. Time Banks

A time bank is a prepaid block of time bought in advance.

Time bank hours become available once payment has been received.

Time is deducted as work is carried out and recorded against your balance.

Work beyond the available balance will only be carried out with your approval and will either be billed separately or covered by a new time bank.

Unless agreed otherwise in writing, unused time bank hours expire 6 months from the payment date.

Time banks are non-refundable, but may be repurposed toward other work at our discretion.

23. Retainers

A retainer is billed in advance for the agreed service period.

Retainer time is reserved for you during that period for the agreed services only.

Unused hours roll over up to a maximum balance of 40 hours, with the oldest hours used first. Any hours above that cap expire.

If the retainer ends, any unused hours expire 3 months after the end of the notice period, unless agreed otherwise in writing.

Work outside the agreed retainer scope will only be carried out with your approval and billed separately.

Unless otherwise agreed in writing, either party may end a retainer by giving 3 months’ written notice.

24. Management Fee Services

Management fee services include ongoing account or campaign management such as PPC management, SEO management, reporting, optimisation, review work, and related account activity.

A management fee covers the agreed management service only. Unless specifically stated otherwise, it does not include ad spend, media budget, third-party platform costs, software subscriptions, additional project work, or development work outside the agreed service.

Additional work outside the agreed service will only be carried out with your approval and billed separately.

25. Website Care Plans

A website care plan is billed in advance at the agreed interval, for example monthly, every 2 months, or quarterly.

A care plan covers only the routine maintenance and support included in the agreed plan. Unless stated otherwise, this may include routine updates, maintenance checks, backups, security monitoring, and minor support tasks. It does not automatically include development work, redesign work, complex bug fixing, major remediation, third-party support, hosting support, or project work.

Additional work outside the care plan scope, including issue investigation or remedial work, will only be carried out with your approval and will be billed separately or deducted from an agreed time bank.

If a care plan is cancelled, any unpaid invoices remain payable, and any tools, plugins, licences, or services licensed by us for delivery of the plan may be removed. Responsibility for backups, updates, security, monitoring, and ongoing maintenance then returns to you unless agreed otherwise in writing.

Unless otherwise agreed in writing, either party may cancel a care plan by giving written notice before the next billing cycle.

 

Terms That Apply to All Services

26. Confidentiality

Both parties agree to keep confidential information shared during the course of the work private and to use it only for the purposes of the project or service.

This includes logins, technical information, commercial information, access credentials, and any other information that would reasonably be understood to be confidential.

27. Third-Party Services and Dependencies

Many of our services depend on third-party providers such as hosting companies, registrars, plugin authors, theme developers, SaaS tools, ad platforms, payment gateways, and external APIs.

We are not responsible for loss, delay, downtime, incompatibility, errors, or damage caused by third-party hosting or infrastructure, third-party themes, plugins, software, services, platform changes, security incidents outside our direct control, or changes made by you or other users with access to the relevant site, account, or platform.

If an issue arises, we will use reasonable efforts to help investigate and resolve it, but any additional work may be chargeable unless it clearly falls within an agreed service scope.

28. Liability

We carry out our work using reasonable care and skill and in line with good industry practice, but we do not guarantee that any work will be completely error-free.

Nothing in these terms excludes or limits liability where it cannot legally be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Subject to that, we will not be liable for any indirect or consequential loss, or for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings, or data.

We are not responsible for loss or damage caused by third-party hosting, third-party software, platform changes, internet or utility failures, security incidents outside our direct control, or changes made by you or other users with access to the relevant website, account, or platform.

Where something goes wrong, we will use reasonable efforts to help investigate and resolve the issue, but any additional work may be chargeable unless it clearly falls within an agreed service scope.

For ongoing services, including retainers, management fee services, and website care plans, our total liability for any claim will not exceed the fees paid for the current billing period.

For one-off ad hoc or project work, our total liability for any claim will not exceed the lower of:
a) the proportion of the total agreed fee reasonably attributable to the phase of work to which the claim relates; or
b) the total amount actually paid by the client for that project at the date the claim arises.

Where the relevant phase has not been separately priced, its value will be assessed by reference to the scope, time, and value of that phase in the overall project.

 

Part C — General Legal Terms

29. Events Outside Our Reasonable Control

We will not be liable for any delay or failure to perform any obligation under these terms where that delay or failure results from events outside our reasonable control. This includes, but is not limited to, power failures, internet outages, failures of third-party services, industrial disputes, severe weather, fire, flood, civil unrest, or government action.

30. Transfer and Assignment

You may not transfer any of your rights or obligations under these terms without our prior written consent.

We may transfer our rights and obligations under these terms where reasonably necessary for the operation, sale, or reorganisation of the business, provided that this does not materially reduce the protections available to you under these terms.

31. Entire Agreement

These terms, together with any proposal, quote, invoice, Privacy Policy, and Cookie Policy referred to in them, set out the entire agreement between the parties unless a separate written agreement applies.

32. Changes to These Terms

We may update these terms from time to time. The latest version published on this website will apply from the date of publication unless a separate written agreement says otherwise.

33. General

If any part of these terms is found to be invalid or unenforceable, the rest will continue to apply.

A delay in exercising any right under these terms does not waive that right.

These terms do not give rights to any third party under the Contracts (Rights of Third Parties) Act 1999.

These terms are governed by the law of England and Wales and any dispute arising in connection with them will be subject to the courts of England and Wales.

34. Contact Details

Paul Edwards trading as ICW Digital
2 Cheviot Road
Worthing
West Sussex
BN13 2LH

Website: icw.digital
Email: paul@icw.digital