Terms & Conditions

Welcome to IF. These terms and conditions apply in respect of all work undertaken by IF.

1. Interpretation

1.1. The definitions and interpretation set out in this condition 1 apply to the Contract:

1.1.1. Contract: the agreement made between IF. and the Client as set out in these Conditions;

1.1.2. Client: the person, firm, or company referred to in the Quotation who purchases Services;

1.1.3. Client Material: all Documents, information, and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports, and specifications;

1.1.4. IF.: IF. Agency Limited, a company incorporated in England and Wales with company number 05223018 and whose trading office is at The Courthouse, 9 Grafton St, Altrincham, Cheshire, WA14 1DU;

1.1.5. Deliverables: all Documents, products, digital content, and/or materials in any form, including computer programs, data, reports, and specifications (developed by IF. or its agents or subcontractors) and delivered in relation to the Services;

1.1.6. Digital Marketing Services: The Services as further described at condition 9 below;

1.1.7. Document: includes, without limitation, any document in writing, any drawing, plan, diagram, design, picture, or other image, proof, disk, or other device or record embodying information in any form;

1.1.8. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered;

1.1.9. Pre-existing Materials: all Documents, information, and materials provided by IF. relating to the Services which existed prior to the commencement of the Contract;

1.1.10. Quotation: The cost for services provided by IF. to the Client;

1.1.11. Services: the services provided by IF. under the Contract as set out in the Quotation, together with any other services which IF. provides, or agrees to provide, to the Client;

1.2. These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice, or course of dealing.

2. Formation of the Contract

2.1. The acceptance of a Quotation for Services by IF. constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Contract is deemed to commence on the earlier of:

2.1.1. a written acknowledgement issued and executed by IF.; or

2.1.2. by IF. starting to provide the Services.

2.2. Any Quotation is valid for a period of fourteen (14) days from its date.

3. Commencement of the Services

3.1. The Services shall be provided by IF. to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.

4. IF. Agency’s Obligations

4.1. IF. shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.

4.2. IF. shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only, and time shall not be of the essence for performance of the Services.

5. Client’s Obligations

5.1. The Client shall:

5.1.1. cooperate with IF. in all matters relating to the Services;

5.1.2. provide to IF., in a timely manner, such Client Material and other information as IF. may reasonably require and ensure that such information is accurate in all material respects;

5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable IF. to legitimately use the Client material in the provision of the Services;

5.2. The Client acknowledges that the late supply of Client Material may have an impact on IF.’s ability to deliver the Services.

5.3. The Client shall indemnify IF., from and against, all costs, charges, or losses sustained or incurred by IF. arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to IF confirming such costs, charges, and losses to the Client in writing.

6. Charges And Payment

6.1. In consideration of the provision of the Services by IF., the Client shall pay the charges as set out in the Quotation.

6.2. Unless otherwise agreed in writing by IF., fifty percent (50%) of the total price for the Services must be paid to IF. prior to IF. commencing the Services.

7. Font Licensing

7.1. IF. assists the Client in the procurement of font licenses from various font providers.

7.2. Legal Due Diligence: The Client acknowledges that it is the Client’s responsibility to ensure compliance with all applicable laws.

8. Naming Services

8.1. IF. provides creative and strategic naming services for the Client’s products and services. IF. does not perform or take responsibility for trademark searches.

9. Digital Marketing, SEO, and PPC Services

9.1. IF. will provide the Digital Marketing Services detailed in the Quotation. These services include only initial SEO and PPC set-up and no ongoing SEO or PPC services shall be provided.

9.2. IF. will use reasonable endeavours to improve the position of the Client’s search engine results.

10. Intellectual Property Rights

10.1. Save where agreed otherwise in writing, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by IF.

11. Limitation Of Liability

11.1. This condition sets out the entire financial liability of IF. to the Client in respect of any breach of the Contract.

11.2. All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract

12. Data Protection

12.1. The Client agrees to comply with its obligations as a data controller under the provisions of the Data Protection Act 1998.

13. Termination

13.1. Either party may terminate the Contract without liability to the other on giving the other no less than 4 weeks written notice.

14. Confidentiality And IF.’s Property

14.1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the Client by IF.

15. General

15.1. IF. shall have no liability to the Client under the Contract if it is prevented from or delayed in performing its obligations under the Contract.

15.2. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

15.3. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that right or remedy.