Terms & conditions

General terms and conditions for Icon Relocation Limited as at 9 September 2023.

These Icon General Terms and Conditions (“the Terms and Conditions”), together with the Service Level Agreement entered into between the parties (“the SLA”), which is hereby incorporated herein by reference, are intended by Icon Relocation Ltd (“Icon”) and the Client named in the SLA (“the Client”) to apply to all Services (as that term is defined below) provided or to be provided by Icon to the Client. These Terms and Conditions and the SLA shall be collectively referred to as “the Agreement”). Icon and the Client shall be referred to collectively as “Parties” or severally as “Party”.

1. Term

The Agreement shall commence on the date upon which both Parties have executed the Terms and Conditions (“the Effective Date”) and shall expire on the date upon which the Parties enter into a superseding SLA, at which time the provisions of that SLA shall supersede this Agreement and shall govern the Parties’ relationship. If the Parties do not enter into a superseding service or Icon agreement, this Agreement shall continue without expiration until the agreement is terminated by one or both of the parties.

2. Deliverables

Icon shall perform all services and shall furnish all required materials and labour set out in the Summary of Services (“the Services”).

3. Fees and payment

Subject to the terms of this Agreement, Client shall pay Icon fees and charges in GBP (Great British Pounds), as described or referred to in the SLA.

a) Cancellation policy
By commissioning Icon to provide a service, you are agreeing to comply with and are bound by the following terms and conditions. If you disagree or have any questions in regard to any of the terms listed, then please contact Icon Relocation at the earliest opportunity.

b) Payments and invoicing
Once services are initiated, a service cancellation administrative fee will be applicable dependant on how far along the service has proceeded, plus applicable hourly charges if research is conducted or an initial meeting has occurred applies. For a further breakdown of charges please refer to our Pre-Homesearch Assistance under our Scope of Services and Tariffs. Any exceptional out-of-pocket expenses will be charged to the client, such as lengthy and/or repeated long distance phone calls, couriers, client hotel charges and similar expenses. Invoices are submitted on the day of initial service conducted, and payment is due within 30 days.

c) Billing instructions
Prior to commencement of the Agreement the Client must provide billing/invoice instructions to Icon as follows:

FAO
Company name
Address
Town/city
County/state
Postcode
Country

4. Relationship of the parties

Icon and Client are independent contractors. Neither Party is the legal representative or agent of, nor has the power to obligate (nor has the right to direct or supervise the daily affairs of) the other Party for any purpose whatsoever. Client and Icon expressly acknowledge that the relationship intended by them is a business relationship based entirely on and circumscribed by the express provisions of this Agreement and that no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by this Agreement.

5. Insurance

Icon will maintain the following insurance:

a) Employers liability insurance.
b) Public liability insurance against bodily or personal injury, property damage or denial of access.
c) Professional indemnity insurance including negligence or breach of duty of care, negligent misrepresentation, breach of confidence and dishonesty by an employee or subcontractor.

6. Confidentiality and non-disclosure

The Parties acknowledge that the existence of this Agreement as well as its terms, conditions and pricing, together with any information regarding this Agreement and the transactions contemplated herein, and any information conveyed to or obtained by a Party (the “Recipient”) in connection with this Agreement is confidential and proprietary and is private in nature to the Disclosing Party. The Parties agree that they will maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorised use or disclosure. For the purposes of this Agreement, Confidential Information is defined as: information relating to clients, their employees and their family members; information relating to prospective or existing business plans, initiatives, and all financial information; information relating to technology, including but not limited to computer systems and architecture, hardware, software, all code, documentation and operational methods; all information relating to insurance, annuities, taxes, financial services and products and strategies, actuarial calculations, product designs, and any methods relating to the management or treatment of taxes or tax preparation; all private information, including the material of third parties with whom the Parties do business; information about the Parties’ personnel; all of the Parties’ policies, procedures and standards; the terms and conditions of this Agreement; and all personal information, defined as information that identifies an individual (by way of signature, name, address or other unique identifiers or information that can be used to authenticate the identity of that individual including but not limited to biometric data, unique identification numbers, passwords, and any other data used for the purposes of identity verification.

7. Warranties and representations

The Parties warrant that:

7.1. Icon has expertise in performing all of the Services and all Services shall be performed in a professional manner and in accordance with the terms and conditions set forth in this Agreement.

7.2. In recognition of the need for timely performance of the Services, Icon shall maintain sufficient resources, facilities, capacity and manpower to ensure that all Services will be performed in accordance with the terms of this Agreement.

7.3. Icon will provide all Services defined herein in full compliance with all laws, directives, orders, statutes, regulations, and ordinances concerning privacy of information and trade secret protection.

7.4. All of Client’s connectivity and attempts to connect to Icon systems, shall be only through Icon’s authorised security gateways/firewalls and Client will not permit unauthorised persons or entities to access Icon systems without Icons express written authorisation and any such actual or attempted access shall be consistent with any such authorisation.

7.5. Client shall not tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures employed by Icon.

8. Limitation of liability and indemnification

In no event shall either Party be liable under this Agreement for loss of profits, revenue, or any indirect, incidental, punitive, special or consequential damages including, but not limited to, lost profits, lack or loss of productivity, cost of substitute equipment, services, or downtime costs, even if advised of the possibility of such damages in advance, incurred by the other Party or any third party. Furthermore, Icon will defend, indemnify and hold harmless Client and its respective personnel, customers and relocating employees from and against all claims and losses related to any loss or damage arising out of or resulting from the negligence or errors or omissions of Icon, or Icon’s subcontractors, agents, representatives, officers or employees. Notwithstanding any provision to the contrary in this Agreement, the total liability of Icon, Icon’s personnel and their officers, members, and employees for any losses, damages, costs, fees, and expenses (including attorney and court fees) shall not exceed the aggregate amount paid to Icon for the performance of the Services upon which an indemnity claim is based, regardless of the legal theory under which liability is imposed.

9. Force majeure

Neither Party shall be deemed in default of this Agreement to the extent of non performance of its obligations or attempts to cure any breach or delay of performance by reason of any act of God, fire, natural disaster, accident, act of government, strikes, terrorism (including cyber-terrorism), unavailability of material, telecommunications capacity, or the failure of any third party Icon to supply Services hereunder unless such failure of any Party seeking the protection of this Section was materially created, extended or worsened by its conduct or negligence.

10. Severability and survival of provisions

If any provision or provisions of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and any arbitrator or court shall attempt to enforce such provisions to the fullest extent of the law. The Parties agree that the provisions set forth in Paragraphs 6, 7, 8, and 11 shall survive the termination of this Agreement.

11. Entire agreement

The Icon General Terms and Conditions, along with the SLA taken together contain the entire understanding between us. No representations, warranties or undertakings expressed or implied made by or on behalf of either party shall give rise to any liability unless contained in Icon General Terms and Conditions, along with the SLA unless contained in a formal written Variation signed on behalf of both parties.

12. No variations

The provisions of this Agreement may not be modified, amended or waived except by a written variation properly executed by both Parties (“Variation”). Failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall not be deemed to constitute a waiver of that provision or of any other provision of this Agreement.