Terms of Business

1. About us

We are ICS-DIGITAL LLP (company number OC349348), a limited liability partnership incorporated in England and Wales, with its registered office at The Old Rectory, Church Street, Weybridge, Surrey, England KT13 8DE. Our VAT number is: GB 992451200 (“ICS”).

2. How to contact us

You can contact us by sending an email to clientservices@ics-digital.com or calling us on +44 (0)113 430 1272.

3. These Terms

3.1. These Terms apply to any purchase you make on our website at https://app.marketplace.ics-digital.com (“Website”).

3. 2. Please read these Terms carefully before you place any orders on our site, as they set out important information about your and our rights and obligations. Please note that you must agree to these Terms before you place your order.

3. 3. Any reference to ‘we’, ‘us’ or ‘our’ in these Terms is to ICS, and any reference to ‘you’ or ‘your’ is to the business placing an order on our site.

3. 4. You confirm that you are a ‘business customer’ and you are buying services from our site for purposes relating to your trade, business, craft or profession.

3.5. You confirm that you have authority to place such order for and on behalf of your business.

3.6. We may make changes to these Terms at any time. However, the Terms which apply to your Order will be those in force at the time you submitted your order to us.

3. 7. Please print out or save a copy of these Terms and any emails from us for your records, as we will not save or file a copy for you. These Terms are only available in English.

3. 8. Your use of our site is governed by our Website Terms of Use https://www.ics-digital.com/terms-conditions.

4. Access to the Website

4. 1. The Website can be accessed using the password provided to you by ICS (“Password”).
4. 2. ICS hereby grants to you a limited, non-exclusive, non-transferable right to access and use the Website to purchase the services offered on the Website only. ICS may terminate this right at any time.
4. 3. The rights granted at clause 4.2 include a right for you to grant sub-licences to your employees or contractors for the purpose of purchasing services on your behalf (“Authorised Users”).
4. 4. You shall ensure that the Password is kept secure and that only Authorised Users access the Website, and that such use is at all times in accordance with these Terms. You agree that you are liable to pay for all services ordered using your Password.

5. Orders

5. 1. On our Website you will have access to a catalogue of third party websites from which we provide link building services (“Third Party Websites”). You can place an order for services by selecting your chosen Third Party Websites, accepting these Terms via check box, and submitting your order (“Order”).
5.2. Please check your Order carefully and correct any errors before you submit it to us.
5. 3. After you place your Order, we will send you an acknowledgment email to let you know that we have received your Order. This does not mean that your Order has been accepted by us. Your Order is an offer to buy services from us on these Terms.
5. 4. Acceptance of your Order by us takes place when we send you an Order confirmation email, at which point a legally binding contract is formed between you and us on these Terms.
5. 5. If we do not accept your Order, for example because we are unable to take payment, a Third Party Website you have selected is unavailable, where there has been a change in law, there has been a mistake regarding the pricing, or any other reason, we will email you using the details you provided when you placed your Order. We have the right to reject any Order for any reason.
5. 6. Prior to Orders being shown as “in progress” on the Website, it may be possible for you to make certain amendments to the Order via the Website. However, once an Order’s status is “in progress”, Orders cannot be changed or amended and no refunds or credit notes can be provided if you change your mind.

6. Providing services

6.1. Once your Order has been accepted by ICS:
6.1. 1. ICS will create bespoke content (“Content”), to be published on the Third Party Website you have selected, to secure backlinks to key pages on your website (“Link”).
6.1. 2. Within 2 business days of ICS sending you the Content, you will either accept the Content or provide comments to ICS.
6.1.3. In the event that you have comments in respect of the Content, ICS shall agree the amendments to be made with you and provide a revised version of the Content to you (“Revised Content”). The Revised Content shall be provided free of any additional charges.
6.1.4. You shall have 2 business days from ICS sending you the Revised Content to review the Content, and either accept the same or provide comments to ICS. Any revisions required to Revised Content shall be subject to additional charges.
6.1.5. Content or Revised Content, once approved by you, shall be published on the relevant Third Party Website by the third party, under the instruction of ICS.
6.1.6. ICS shall use all reasonable endeavours to ensure Links are live for a minimum of 12 months from publication. If, for whatever reason (other than to the extent that the Link is not live due to your fault), a Link is not published or it is removed before the expiry of the 12 months, as your sole and exclusive remedy ICS will replace the unpublished or removed Link (including on an alternative domain) with a link of similar quality free of charge for the remainder of the minimum 12 month period.
6.2. ICS’s ability to carry out the services is dependent upon you providing the materials and consents required as set out in this clause 8, within the time periods set out above (“Customer Dependencies”). Any failure to meet the Customer Dependencies shall be a Customer Default and ICS shall not be responsible for any failure to carry out, or any delay in carrying out, any of its obligations under an Order where that delay is caused by the Customer Default. We are not liable to you for any losses you incur as a result of any delay caused by failure to meet the Customer Dependencies or any circumstances beyond our reasonable control.
6.3. Please note that we are not responsible for and have no control over the Third Party Websites. It is not ICS’s responsibility to assess the Third Party Websites for suitability for your purpose before or during the period that the Link is live.
6.4. In the event that you request a Link is taken down or amended after a Link has been published, we will use reasonable endeavours to have the Link removed or amended, however, we cannot guarantee that Links will be taken down or amended.
6.5. We do not guarantee that any Link will create any additional traffic or revenue for you.

7. Prices

7.1. Prices for our services are set out on the Website and all prices are in pounds sterling (£)(GBP).
7.2. You may request to be invoiced in Euro or USD. If such a request is accepted by ICS, ICS will convert the relevant price(s) to your preferred currency at an exchange rate chosen by ICS. The invoice will also be subject to an additional fee of 5%.
7.3. All prices exclude (i) VAT or equivalent local taxes; (ii) any amendments to Revised Content; and (iii) any additional services the parties may agree.
7.4. Prices for our services may change at any time. Except as set out in clause 7.5 below, such changes will not affect existing Orders.
7.5. If there has been an error on the site regarding the pricing of any of our services and this affects your Order, we will try to contact you using the contact details you provided when you placed your Order. We will give you the option to re-confirm your Order at the correct price or to cancel your Order. If we are unable to contact you, we will treat the Order as cancelled and notify you by email.

8. Payment

8.1. In respect of your first Order, we reserve the right to require an advance payment of the total Order cost at the time you place your Order.
8.2. In respect of all subsequent Orders, ICS shall invoice the total cost of all your Orders for each month at the end of the relevant month. You may, if you prefer, opt to be sent an invoice per Order rather than per month.
8.3. Unless the subject of a genuine dispute, you shall pay the amount set out in each invoice within 30 days of the date of any invoice. If a genuine dispute exists in relation to part only of an invoice, you shall pay the undisputed amount. If you fail to pay any amount when due ICS may suspend the provision of any services until payment is made in full.
8.4. If your payment is not received by us when due, we may charge interest on any balance outstanding at the rate of 4 percentage points per year above Barclays Bank plc’s base rate.

9. Faulty services

9.1. We warrant that the services will be:
9.1.1. performed with reasonable care and skill within the meaning of section 13 of the Supply of Goods and Services Act 1982; and
9.1.2. free from material defects at the time the Content is published.
9.2. As your sole and exclusive remedy, we will (at our option) remedy or re-perform any services that do not comply with clause 9.1, provided that:
9.2.1. you notify us by email within 7 calendar days from the date that the services are completed; and
9.2.2. you provide us with sufficient information as to the nature and extent of the defects.
9.3. Except as set out in this clause 9, we give no warranties and make no representations in relation to the services, and all warranties and conditions (including the conditions implied by sections 12–16 of the Supply of Goods and Services Act 1982 and any implied terms relating to the ability to achieve a particular result), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

10. Our liability

10.1. Subject to the below, our liability under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be limited in any 12 month period to 100% of the price paid by you for Orders placed by you via our Website in that 12 month period.
10.2. We will not be liable to you under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:
10.2.1. consequential, indirect or special losses; or
10.2.2. any of the following (whether direct or indirect):
(a) loss of profit;
(b) loss of opportunity;
(c) loss of savings, discount or rebate (whether actual or anticipated); or
(d) harm to reputation or loss of goodwill.

10.3. Nothing in these Terms will limit or exclude our liability for:
10.3.1. death or personal injury caused by negligence;
10.3.2. fraud or fraudulent misrepresentation; or
10.3.3. any other losses which cannot be excluded or limited by law.

11. Your information

Any personal information that you provide to us will be dealt with in line with our Privacy Policy available here https://www.ics-digital.com/privacy-policy, which explains what information we collect and hold about you, and how we collect, store, use and share such information.

12. Intellectual Property Rights

12.1. “Intellectual Property Rights” means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trade marks and get-up (and goodwill attaching to those trade marks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in confidential information, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.
12.2. The parties acknowledge that there shall be no change as a result of an Order in the ownership of Intellectual Property Rights in anything existing as at the Order date, nor does an Order assign any Intellectual Property Rights which are created or developed by or on behalf of either party outside the Order.
12.3. ICS grants you a perpetual, non-exclusive, non-transferable licence to use the Content for your own business purposes only.
12.4. You acknowledge that ICS does not own the Third Party Websites or the Links, and that no rights are granted in respect of the same.
12.5. Any materials, data or content of any type provided to ICS by you or on your behalf (“Your Content”) shall remain your property. You grant to ICS a perpetual, non-exclusive, non-transferable licence to use Your Content for the purposes of carrying out the services only.
12.6. Subject to clause 12.8, ICS shall procure the defence or, at its option, the settlement of any claim brought against you, and pay any damages and costs finally awarded by a court, arising from any claim that the use of the Content in accordance with these Terms infringes the Intellectual Property Rights of any third party. ICS’s obligations under this clause shall not apply where any claim arises from any modification of the Content by anyone other than ICS or its authorised representatives.
12.7. Subject to Clause 12.8, you shall procure the defence or, at your option, the settlement of any claim brought against ICS, and pay any damages and costs finally awarded by a court, arising from any claim that the use by ICS in accordance with these Terms of Your Content infringes the Intellectual Property Rights of any third party. Your obligations under this clause shall not apply where any claim arises from any modification of the materials by ICS without your consent.
12.8. Conduct of Claims. The indemnified party (the “Indemnified Party”) shall notify the indemnifying party (the “Indemnifying Party”) promptly of any third party action, demand or claim under any indemnity set out in these Terms (“Claim”) of which the Indemnified Party is aware and shall:
12.8.1. give the Indemnifying Party express authority to conduct all negotiations and litigation, and settle all litigation, arising from the Claim;
12.8.2. in relation to any claim which the Indemnifying Party conducts, provide the Indemnifying Party with all such available information and assistance as the Indemnifying Party may reasonably require, at the Indemnifying Party’s expense; and
12.8.3. not make any admission as to liability in respect of any Claim.

13. Confidentiality

13.1. “Confidential Information” means all information, which might fairly be considered to be of a confidential nature, in the discloser’s possession or control, whether such information was created before or after the date of the Order, whatever the format of such information, and whether or not such information is marked “confidential” in any way, but not including information which (a) is in the public domain at the time of disclosure or which subsequently comes into the public domain through no fault of the recipient; (b) was already lawfully in the possession of the recipient prior to its disclosure by the discloser; (c) is subsequently disclosed to the recipient by a third party who did not obtain it (directly or indirectly) from the discloser or from someone owing a duty of confidence to the discloser; or (d) is developed by any of the recipient’s employees, officers, agents or subcontractors independently as a result of their own efforts, without access to, or use or knowledge of, the relevant part of the discloser’s Confidential Information. The catalogue of Third Party Websites set out on the Website shall be deemed to be Confidential Information.
13.2. Both you and ICS agree to safeguard all Confidential Information as it would its own confidential information, and shall use, copy and disclose that Confidential Information only in connection with the proper performance of an Order.
13.3. Nothing in this clause 13 shall be construed so as to prevent the recipient from disclosing the Confidential Information where required to do so by a court or other competent authority, provided that, unless prevented by law, the recipient promptly notifies the discloser in advance and discloses only that part of the Confidential Information that it is compelled to disclose.
13.4. The recipient shall, on request, return to the discloser all of the Confidential Information which is in a physical form and to the extent reasonably practicable destroy any other records containing Confidential Information.
13.5. The obligations in this Clause shall continue without limit in time.

14. No third party rights

No one other than us or you has any right to enforce any of these Terms.

15. Complaints

15.1. If you are unhappy with us or the services we have provided to you, please contact us at clientservices@ics-digital.com.

16. Governing law and jurisdiction

16.1. These Terms and any dispute or claim arising out of, or in connection with, the Terms, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. You and us both irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, their subject matter or formation (including non-contractual disputes or claims).

17. General terms

17.1. You are not allowed to transfer your rights under these Terms to anyone without our prior written consent. We may transfer our rights under these Terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.
17.2. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.
17.3. If you breach these Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.
17. 4. Any variation to these Terms will not be binding unless expressly agreed in writing between you and us.
17. 5. You and we both agree that these Terms constitute the entire agreement between you and us in relation to your Order. You acknowledge that you have not entered into these Terms in reliance on any representation or warranty that is not expressly set out in these Terms and that you will have no claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.