Terms of Service
It's Cold Out There Ltd
Last Updated: April 15, 2025
Welcome to It's Cold Out There Ltd ("Company", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of our website, products, and services ("Services").
Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Services.
1. Services
1.1 Service Description
We provide UX/UI design, digital product design consultancy, conversion optimization, and related digital services as described on our website and in applicable service agreements.
1.2 Service Delivery
All services are delivered according to the specific terms outlined in individual project proposals, statements of work, or retainer agreements. These documents will specify deliverables, timelines, fees, and other project-specific terms.
1.3 Service Modifications
We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. This includes the website itself and any services, features, or content offered.
2. Intellectual Property
2.1 Our Intellectual Property
Website Content: All content on our website, including text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is our property or the property of our content suppliers and is protected by copyright laws.
Tools and Methodologies: Our proprietary design processes, methodologies, tools, and frameworks remain our exclusive intellectual property.
Company Name and Brand: The name "It's Cold Out There," our logo, and other brand elements are our trademarks and may not be used without our prior written permission.
2.2 Client Materials
We respect the intellectual property of our clients. Any materials, content, or information provided to us by clients ("Client Materials") remain the property of the client.
2.3 Project Deliverables
Unless otherwise specified in a separate agreement:
Upon full payment, clients receive ownership rights to the final deliverables created specifically for them.
We retain ownership of all preliminary designs, concepts, or works-in-progress that are not selected as final deliverables.
We retain the right to display or reference completed work in our portfolio, case studies, and other promotional materials, unless a non-disclosure agreement is in place.
2.4 Open Source and Third-Party Materials
Our deliverables may incorporate open source or third-party materials. Rights to such materials are subject to the terms of their respective licenses.
3. User Responsibilities
3.1 Account Management
If you create an account on our website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account.
3.2 Accurate Information
You agree to provide accurate, current, and complete information during the registration process and with respect to any Client Materials provided.
3.3 Prohibited Activities
You must not:
Use our Services for any illegal purpose or in violation of any local, state, national, or international law
Violate or encourage others to violate the rights of third parties, including intellectual property rights
Attempt to reverse engineer, decompile, or otherwise attempt to extract the source code of our software
Interfere with or disrupt the integrity or performance of our Services
Attempt to gain unauthorized access to our Services or related systems
4. Fees and Payment
4.1 Pricing
Fees for our Services are as stated in the applicable proposal, statement of work, or retainer agreement. All fees are quoted in British Pounds (GBP) unless otherwise specified.
4.2 Payment Terms
Standard Payment Terms: Unless otherwise specified, payment terms are 50% deposit upon project commencement and 50% upon project completion.
Retainer Payments: Retainer fees are due in advance of the service period as specified in the retainer agreement.
Late Payments: Invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower.
4.3 Taxes
All fees are exclusive of applicable taxes. You are responsible for all sales, use, and value-added taxes.
5. Project Process
5.1 Timelines
We will make reasonable efforts to meet agreed-upon timelines. Timelines may be adjusted due to:
Client delays in providing necessary information, materials, or approvals
Changes to the project scope
Force majeure events
5.2 Client Cooperation
Clients agree to:
Provide necessary information, materials, and approvals in a timely manner
Designate a primary contact person with authority to make decisions
Review and provide feedback on deliverables within the agreed timeframes
Participate in scheduled meetings or calls
5.3 Revisions and Changes
Included Revisions: Each deliverable includes the number of revision rounds specified in the project agreement.
Additional Revisions: Revisions beyond those included or changes to previously approved deliverables may result in additional fees.
Scope Changes: Significant changes to project scope may require a revised proposal and additional fees.
7. Termination
7.1 Termination by Us
We may terminate or suspend access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
7.2 Termination by You
Clients may terminate ongoing services according to the terms specified in the applicable service agreement.
7.3 Effect of Termination
Upon termination:
All rights and licenses granted to you will terminate immediately
You will be invoiced for all services performed up to the termination date
Any fees already paid are non-refundable unless otherwise specified in a service agreement
8. Limitation of Liability
8.1 Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
ANY CONTENT OBTAINED FROM THE SERVICES
UNAUTHORISED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
8.3 Liability Cap
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO THE ACT GIVING RISE TO THE LIABILITY.
9. Indemnification
You agree to defend, indemnify, and hold harmless It's Cold Out There Ltd and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:
Your use of and access to the Services
Your violation of any term of these Terms
Your violation of any third-party right, including without limitation any copyright, property, or privacy right
Any claim that your Client Materials caused damage to a third party
10. General Provisions
10.1 Governing Law
These Terms shall be governed by the laws of the United Kingdom, without regard to its conflict of law provisions.
10.2 Dispute Resolution
Any dispute arising from or relating to these Terms or our Services shall be resolved through binding arbitration in London, UK, in accordance with the rules of the London Court of International Arbitration.
10.3 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.
10.4 Assignment
These Terms are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign these Terms in whole or in part at any time without your consent.
10.5 Entire Agreement
These Terms constitute the entire agreement between you and us regarding the Services, superseding any prior agreements between you and us relating to the Services.
10.6 No Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
10.7 Amendments
We reserve the right to modify these Terms at any time. Any modifications will be effective immediately upon posting the updated Terms on our website. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.
11. Contact Us
If you have any questions about these Terms, please contact us at:
Email: hey@itscold.io
By using our Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.