Terms and Conditions
Welcome to Iconic Intelligence. We’re committed to building powerful, intuitive AI tools that help our clients create, automate and scale their digital marketing with confidence. These Terms and Conditions set out the rights and responsibilities that allow us to provide a secure, reliable and consistent service for every user across our platform ecosystem. We’ve written them to be clear, transparent and fair, so you know exactly how your subscription works and what you can expect from us. By using our services, you’re agreeing to these terms, so we encourage you to take a moment to read through them – if you ever have a question, our team is here to help.
1. Introduction and Scope of Agreement
1.1 These Terms and Conditions (“Terms”) govern the use of the software-as-a-service solutions, AI-enabled tools, workflows, subscriptions and related digital services provided by Iconic Intelligence Ltd, a company incorporated in England and Wales under company number 16890421, with its registered office at Iconic Digital, BTS House, 69–73 Manor Road, Wallington, Surrey, SM6 0DD, United Kingdom (“the Company”, “we”, “us”, or “our”).
1.2 These Terms apply to all platforms, modules and brand environments operated by the Company, including but not limited to GrowthGorilla.ai, BlogBeaver.ai, SocialHawk.ai, InsightOwl.ai, and any future modules or branded products developed by the Company (“the Platforms”).
1.3 By creating an account, commencing a subscription, activating a free trial, accessing the Platforms, or continuing to use the services, the Client agrees to be bound by these Terms.
1.4 Where a free trial is activated, these Terms take effect immediately and apply throughout the duration of the trial and any subsequent subscription.
1.5 Definitions:
In these Terms, unless the context otherwise requires:
“Agreement” means these Terms and Conditions, together with the Data Processing Addendum, Acceptable Use Policy, and any Booking Confirmation or order form.
“AI Output” means any content, material, data, text, images or other output generated by the Platforms at the Client’s request.
“Client” means the individual or entity using the Platforms under a valid subscription.
“Client Content” means any data, files, text, information, or materials uploaded, transmitted, or otherwise provided by the Client to the Platforms.
“Data Protection Laws” has the meaning set out in the Data Processing Addendum.
“Enterprise Subscription” means the upgraded service tier described in Clause 9.
“Platforms” means all SaaS systems, AI tools, engines, integrations, automations, modules, branded interfaces and related services provided by the Company, including Growth Gorilla, Blog Beaver, Social Hawk, Insight Owl, and any future modules.
“Subscription Term” means the fixed 12-month period described in Clause 2.1 and any renewal terms.
“Third-Party Services” means any external services or systems integrated by the Client (including Google Analytics, social platforms, CMS systems, payment processors, and other tools).
“User” means any person authorised by the Client to access the Platforms.
1.6 Business Use Only
The Platforms are provided solely for use by businesses, acting in the course of trade, business, craft or profession. By accepting these Terms, the Client confirms that it is not acting as a consumer and that consumer protection legislation shall not apply.
2. Subscription Structure and Term
2.1 Subscriptions to the Platforms are provided on a fixed minimum term of twelve (12) months (“Initial Term”), payable monthly in advance. Upon expiry of the Initial Term, the subscription shall automatically renew for successive further twelve (12) month periods (“Renewal Term”) unless cancelled in accordance with Clause 4.
2.2 All subscriptions require the Client to provide valid payment details at the point of activation.
2.3 Subscriptions commence on the date of activation, including where activated through a free trial that later converts into a paid subscription under Clause 3.
2.4 The Company may offer additional subscription tiers, enterprise services, add-on features or premium upgrades, which may be purchased in-app or by written agreement with the Company.
2.5 Auto-Renewal Compliance
The Company shall comply with all applicable subscription and auto-renewal laws in the Client’s jurisdiction, including requirements relating to clear disclosure of renewal terms, obtaining affirmative consent, providing renewal notices where required, and offering accessible cancellation mechanisms.
3. Free Trials and Automatic Conversion
3.1 The Company may offer a free trial period of 7 days, during which the Client may access features of the Platforms subject to these Terms.
3.2 Activation of a free trial requires provision of valid payment card details.
3.3 Unless the Client cancels the trial within the 7-day period, the subscription will automatically convert into a paid 12-month agreement, and the Client will be charged the applicable subscription fee (including any promotional pricing) in accordance with Clause 5.
3.4 Upon automatic conversion, the Client authorises the Company to charge the applicable subscription fee to the payment method on file.
3.5 No reminders are required prior to conversion. It is the Client’s responsibility to monitor the trial end date.
4. Cancellation Terms
4.1 The Client may submit cancellation at any time during the 12-month term, but cancellation will only take effect at the end of the current 12-month period.
4.2 If cancellation is not received before the end of the 12-month period, the subscription will automatically renew for a further 12-month term.
4.3 No partial refunds, pro-rata refunds, or early termination refunds are provided under any circumstances.
4.4 The Client remains liable for all monthly payments for the remainder of the subscription term, even where the Client discontinues use of the Platforms.
5. Pricing and Regional Billing
5.1 Standard Pricing (UK Clients)
The standard recommended retail pricing for subscriptions is as follows (all prices exclusive of VAT):
- Individual Modules (Blog Beaver, Social Hawk, Insight Owl): £149 per module per month
b. Growth Gorilla (full suite of four modules): £316 per month
5.2 Introductory Pricing
The Company may, at its sole discretion, offer introductory or promotional pricing for the Initial Term. As at the date of these Terms, introductory pricing is:
- Individual Modules: £79 per module per month (ex VAT)
b. Growth Gorilla (full suite): £149 per month (ex VAT)
Such introductory pricing applies only to the Initial Term and shall automatically revert to the standard pricing set out in Clause 5.1 upon renewal. Such introductory pricing applies only to the Initial Term. Upon renewal, the subscription shall automatically continue at the standard pricing set out in Clause 5.1, and the Client expressly agrees to such pricing.
5.3 United States and International Pricing
For Clients based outside the United Kingdom:
- Pricing shall be displayed in USD or other applicable currency
b. Prices shall be numerically equivalent to UK pricing unless otherwise stated
c. VAT shall not apply, but local taxes may be applied in accordance with applicable law
5.4 Add-Ons and Usage Upgrades
Clients may purchase additional recurring usage allowances (“Add-Ons”), including but not limited to increased credits or service capacity, at a standard price of £37 / $37 per month per Add-On (or such other price as may be specified by the Company from time to time).
All Add-Ons:
- are billed on a recurring monthly basis;
b. form part of the Client’s subscription;
c. renew automatically in line with the main subscription term.
5.5 Concierge Service (Done-For-You Tier)
The Company offers a premium “Concierge Service”, being a human-assisted marketing execution service layered on top of the Platforms.
Pricing for Concierge Services varies by region and service level and shall be as published on the Company’s website or agreed in writing. By way of illustration:
- UK pricing ranges from £825 + VAT per month to £2,500 + VAT per month
- US pricing ranges from $1,100 per month to $3,300+ per month
Concierge Services:
- are provided as an enhanced service tier;
b. are subject to additional service delivery obligations;
c. remain subject to these Terms unless otherwise agreed in writing.
5.6 Display of Pricing
All prices displayed on the Platforms or website shall be exclusive of VAT for UK Clients unless expressly stated otherwise.
5.7 Taxes
VAT shall be applied to UK Clients at the prevailing rate. International Clients shall be responsible for any applicable sales taxes, which may be calculated and collected via Stripe or other payment providers.
6. Payment Terms
6.1 All payments are processed through Stripe, or such other payment provider as may be used by the Company from time to time.
6.2 The Client authorises automatic monthly charges for the duration of the 12-month term and any renewal term.
6.3 The Client warrants that all payment information provided is accurate and shall remain up to date throughout the term.
6.4 The Company reserves the right to amend subscription fees at renewal. Any amendments will take effect on the subsequent renewal term and shall not affect the current active subscription period.
6.5 Pro-Rata Billing for Upgrades
Where a Client upgrades their subscription or adds a module or Add-On during an active billing period, the Company shall:
- charge a pro-rata amount for the remainder of the current billing period;
b. apply the full monthly charge from the next billing date.
6.6 Billing Alignment
All modules, Add-Ons and services added during the subscription term shall align to the Client’s existing billing date and shall not create a new billing cycle.
6.7 Credit Allocation and Usage
Where applicable:
- credits are allocated at the start of each billing period;
b. pro-rata credits may be applied for mid-period upgrades;
c. unused credits expire at the end of each billing period and do not roll over;
d. credits are non-transferable between modules.
The Company reserves the right to apply minimum credit thresholds or allocation rules to ensure usability of the service.
6.8 No Refunds
All payments made under these Terms are non-refundable. The Client acknowledges and agrees that:
- the subscription constitutes a business-to-business service;
- services are made available immediately upon activation;
- no right to cancellation, refund, or cooling-off period applies.
The Client waives any right to dispute payments on the basis of non-use or dissatisfaction with results.
6.9 Payment Provider
Payments are processed via third-party providers (including Stripe). The Company shall not be liable for any failure, delay, or error caused by such providers. The Client remains responsible for ensuring successful payment.
7. Failed Payments and Debt Recovery
7.1 If a monthly payment is unsuccessful, Stripe will make automated retry attempts for a period of 7 days.
7.2 If payment remains outstanding after 7 days, the Company may suspend access to the Client’s account until payment is received.
7.3 If payment remains outstanding for 30 days, the Company may issue a written notice of intent to enforce recovery.
7.4 Where debts remain unpaid following written notice, the Company reserves the right to refer the matter to Town and Country Legal Services LLP or another authorised debt recovery agency.
7.5 Interest may be charged on overdue amounts at the maximum rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, or applicable local law for international Clients.
8. Upgrades, Add-Ons and Feature Changes
8.1 The Client may upgrade their subscription tier, add modules, or purchase Add-Ons at any time. Any such additions:
- shall be charged on a pro-rata basis for the remainder of the current billing period in accordance with Clause 6.5;
b. shall renew automatically in line with the main subscription term;
c. cannot be removed or downgraded until the end of the current 12-month term.
8.2 Downgrades may only take effect at the end of the 12-month term.
8.3 The Company may release, modify, enhance or withdraw features or services at its sole discretion.
9. Enterprise Service
9.1 The Enterprise Subscription, priced at £399 / $399 per month including UK VAT where applicable, includes human-assisted posting to Client websites and social channels.
9.2 Enterprise Subscriptions are also subject to a 12-month term and automatic renewal schedule.
9.3 Nature of Concierge Services
The Client acknowledges that the Concierge Service constitutes a human-delivered marketing support service and not solely a software service. Accordingly:
- service delivery may involve reasonable timelines, dependencies, and Client cooperation;
b. the Company shall use reasonable skill and care in the provision of such services;
c. no specific marketing outcomes or performance results are guaranteed. - the Client acknowledges that delivery timelines, outputs and performance may vary depending on the nature of the services and that the Company does not guarantee delivery within fixed timeframes unless expressly agreed in writing.
10. Taxes
10.1 UK Clients will be charged VAT at the prevailing rate.
10.2 Clients outside the UK will be charged sales tax, GST, or other applicable taxes as calculated by Stripe or the relevant payment provider in their respective territory.
10.3 The Client is responsible for all taxes arising from their subscription in their jurisdiction.
11. Licence to Use the Platforms
11.1 Subject to the Client’s compliance with these Terms and payment of all applicable fees, the Company grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platforms for the duration of the subscription term.
11.2 The licence permits use of the Platforms solely for the Client’s internal business purposes. Use of the Platforms for service bureaux, resale, sublicensing, or providing competing SaaS tools is strictly prohibited.
11.3 All rights not expressly granted to the Client under these Terms are reserved by the Company.
12. Ownership of Intellectual Property
12.1 The Company retains all right, title and interest in and to:
a. the Platforms and all underlying software, agents, prompts, workflows, data models, systems, scripts, and automation logic;
b. all upgrades, improvements and enhancements;
c. all trademarks, branding, imagery and logos associated with Growth Gorilla, Blog Beaver, Social Hawk, Insight Owl and any future platforms;
d. all backend processes, infrastructure, documentation, and proprietary methodologies.
12.2 All brand names, characters, icons and logos used across the Platforms are registered trademarks or pending trademarks of Iconic Intelligence Ltd. Unauthorised use is strictly prohibited.
12.3 The Client acquires no rights of ownership or control over any part of the Platforms.
13. Ownership of AI-Generated Content
13.1 In accordance with the Client’s chosen option, the Client shall own all outputs generated through use of the Platforms (“AI Output”), provided that:
- the Client has complied fully with these Terms;
b. such ownership does not extend to any underlying platform logic, models or methodologies;
c. the Client acknowledges that AI Output may be similar to content generated for other users.
13.2 The Company retains the right to store, analyse and process AI Output for the purposes of service provision, optimisation, and system improvement, provided such use does not identify the Client.
14. User-Uploaded Content and Licence Granted to the Company
14.1 The Client retains ownership of any content, data, files, images or materials uploaded to or processed through the Platforms (“Client Content”).
14.2 The Client grants the Company a worldwide, royalty-free, non-exclusive licence to host, store, reproduce, process, analyse, transmit, and display Client Content solely for:
a. delivery of the services;
b. performance of AI-driven outputs;
c. platform optimisation and service improvement;
d. offering third-party integrations or solutions where appropriate;
e. compliance with legal and regulatory obligations.
14.3 The Client warrants that all Client Content is lawful, non-infringing, and authorised for use by the Company.
14.4 Client Warranty
The Client warrants, represents and undertakes that:
- it has all necessary rights, licences, permissions and authority to upload, transmit, publish or process Client Content using the Platforms;
b. the use of such Client Content by the Company in accordance with these Terms will not infringe the rights (including intellectual property rights, confidentiality or privacy rights) of any third party;
c. no Client Content will contain any unlawful, harmful or prohibited material;
d. the Client has complied with all applicable laws in obtaining, using and providing Client Content to the Company.
The Client shall indemnify the Company for any breach of this Clause.
14.5 Voice Data, Voice Prints and Lexicon Analysis
Where the Client uploads, records or inputs voice data into the Platforms (including any “Voice Print”, transcription, or linguistic input), the following shall apply:
- such data shall constitute Client Content for the purposes of these Terms;
- the Client grants the Company a worldwide, non-exclusive, royalty-free licence to process, analyse, store and use such voice data for the purpose of generating AI Output, including the creation of a Lexicon Voice Analysis;
- the Client warrants that it has obtained all necessary rights, consents and permissions from any individual whose voice is recorded or used;
- the Client shall not upload or use voice data belonging to any third party without lawful authority, including for the purpose of impersonation;
- the Company shall not be liable for any misuse of voice data or AI Output generated using such data where such misuse arises from the Client’s actions or instructions.
15. Prohibited Activities and Acceptable Use Requirements
15.1 The Client agrees not to use the Platforms for any unlawful or harmful purpose and shall not submit, upload, generate or distribute any content that:
a. is pornographic, sexually explicit or adult in nature;
b. is illegal or promotes illegal activity;
c. involves malware, viruses, or malicious code;
d. infringes copyright or intellectual property rights;
e. is defamatory, fraudulent, harassing or abusive.
15.2 The following activities are expressly prohibited:
a. automated scraping or harvesting of data from the Platforms;
b. reverse engineering, decompiling, or attempting to extract source code;
c. sharing, reselling or otherwise distributing login credentials;
d. attempting to bypass, override or interfere with security measures;
e. using the Platforms to build, train or develop competing AI tools or services.
15.3 Breach of this Clause renders the licence immediately void and may result in suspension or termination without notice.
15.4 Content Removal
The Company reserves the right, at its sole discretion and without liability, to review, remove, restrict, disable or block access to any Client Content or AI Output that:
- breaches these Terms or the Acceptable Use Policy;
b. is unlawful, harmful, offensive or otherwise objectionable;
c. poses a security or operational risk;
d. exposes the Company to potential legal or regulatory liability;
e. infringes the rights of any third party.
The Company shall not be required to provide prior notice of such removal.
15.5 Misuse of AI Systems
The Client shall not use the AI tools, models or workflows within the Platforms to generate, disseminate, or facilitate:
- fraudulent or deceptive content;
b. impersonation of individuals without lawful authority;
c. harmful misinformation or disinformation;
d. content designed to manipulate, exploit or harm individuals, organisations or the public;
e. content intended to defraud, scam or mislead third parties;
f. any other content that violates applicable law or ethical standards.
g. unauthorised voice replication, impersonation or cloning of any individual without their express consent.
Any such misuse constitutes a material breach entitling the Company to immediate suspension or termination without refund.
The Company may use automated detection tools and human review processes to identify such misuse.
15.6 Monitoring, Enforcement and Account Actions
The Company operates automated and manual monitoring systems to identify content and usage that may breach these Terms or the Acceptable Use Policy.
Where a potential breach is identified:
a. the Company may flag, review and assess the relevant content or activity;
b. the Client may be issued with a warning and required to remedy the breach;
c. repeated or serious breaches may result in suspension or restriction of access to the Platforms.
The Company reserves the right, at its sole discretion, to suspend or terminate access immediately without prior warning where:
i. the breach is material, unlawful, or poses reputational, legal or operational risk;
ii. the Client engages in repeated non-compliant behaviour;
iii. the Company reasonably believes continued access may expose it to liability.
Any suspension or termination under this clause shall not relieve the Client of its payment obligations under these Terms.
15.7 Content Responsibility
The Client is solely responsible for all content generated, published or distributed using the Platforms, including AI Output.
The Company does not pre-approve content and shall not be
16. Platform Availability and Performance Disclaimer
16.1 The Platforms are provided on an “as-is” and “as available” basis.
16.2 Whilst every effort is made to provide a working solution which is fit for purpose, the Company does not warrant a guaranteed uptime or uninterrupted access, nor does it assume liability for:
a. downtime caused by third-party providers;
b. server replication delays across UK/USA zones;
c. scheduled or unscheduled maintenance;
d. outages outside the Company’s reasonable control.
16.3 The Client acknowledges that temporary interruptions may occur and that no remedy or refund is due for such interruptions.
17. No Warranties as to Marketing Outcomes
17.1 The Platforms provide AI-enabled tools for content generation, automation and optimisation; they do not constitute marketing consultancy, agency services, or performance guarantees.
17.2 The Company expressly disclaims all warranties, express or implied, relating to:
a. increased revenue, sales, rankings or engagement;
b. SEO improvements;
c. accuracy or reliability of AI-generated outputs;
d. any specific commercial results.
17.3 Nature of Services
The Client acknowledges that the Platforms provide tools and automation to support marketing activity and do not replace professional judgement, strategy, or execution unless expressly agreed under a Concierge Service.
18. Limitation of Liability
18.1 The Company’s total aggregate liability to the Client arising out of or in connection with these Terms shall be limited to an amount equal to twelve (12) months of subscription fees paid by the Client in the preceding year.
18.2 The Company shall not be liable for any:
a. indirect, incidental, special or consequential losses;
b. loss of profits, revenue, business or data;
c. reputational damage;
d. corruption or loss of Client Content;
e. damages resulting from cyber threats, viruses, hacking or data breaches resulting from the Client’s use of the Platforms.
18.3 Nothing in these Terms limits liability for fraud or negligence causing death or personal injury.
19. Indemnity
19.1 The Client shall indemnify, defend and hold harmless the Company and its directors, officers, employees and contractors from and against any claims, damages, liabilities, losses or expenses arising from:
- misuse of the Platforms;
b. breach of these Terms;
c. unlawful or infringing Client Content;
d. breach of data protection rules when connecting external systems;
e. violation of Acceptable Use requirements.
19.2 The Client shall be liable for all legal fees incurred by the Company in enforcing its rights under this Clause.
20. Confidentiality
20.1 Each party shall keep confidential all proprietary, commercial, technical, financial or sensitive information disclosed by the other.
20.2 Without limitation, the Client agrees to maintain strict confidentiality over:
a. AI workflows and agents;
b. prompt structures and architecture;
c. back-end automation logic;
d. proprietary methodologies and optimisation tools;
e. system designs and operational processes.
20.3 Confidentiality obligations survive termination of the Agreement.
21. Non-Solicitation
21.1 The Client shall not, whether directly or indirectly, solicit, induce or attempt to employ any employee, contractor, consultant or adviser of the Company for a period of 24 months from:
a. the date of termination of their subscription; or
b. their last access to the Platforms,
whichever is later.
21.2 Breach of this Clause entitles the Company to seek injunctive relief and damages.
22. Suspension of Access
22.1 The Company may suspend the Client’s access to the Platforms, in whole or in part, with immediate effect and without liability if:
- any payment remains outstanding after Stripe’s retry period;
b. fraudulent or suspicious activity is detected;
c. the Client uploads or generates illegal, harmful, offensive or unauthorised content;
d. the Client’s use of the Platforms poses a security risk, including the upload of malware, viruses or harmful code;
e. there is a breach of the Acceptable Use terms;
f. the Company reasonably believes suspension is necessary to protect the integrity, reputation or lawful operation of the Platforms.
22.2 Suspension does not relieve the Client of any payment obligations for the remainder of the subscription term.
22.3 During suspension, the Company has no obligation to maintain, store, or provide access to Client Content until the cause of suspension is remedied.
23. Termination by the Client
23.1 The Client may provide notice of termination at any time; however, in accordance with Clause 4, termination shall only take effect at the conclusion of the current 12-month subscription term.
23.2 Termination shall not entitle the Client to a refund, pro-rata credit, or waiver of remaining subscription payments.
23.3 Upon termination, the Client’s licence to use the Platforms shall automatically cease.
24. Termination by the Company
24.1 The Company may terminate the Client’s subscription with 30 days’ written notice for any legitimate business, operational or technical reason.
24.2 The Company may terminate the Client’s subscription with immediate effect, without liability, if:
- the Client commits a material breach of these Terms;
b. illegal or prohibited content is uploaded or generated;
c. the Client engages in fraudulent activity;
d. the Client attempts to reverse engineer, scrape or replicate the Platforms;
e. there is repeated non-payment;
f. the Client threatens or abuses Company staff or contractors;
g. continuation of service would violate law or expose the Company to legal or regulatory risks.
24.3 Upon termination, all outstanding fees for the remaining subscription term become immediately due and payable unless the termination is due solely to Clause 24.1.
25. Effects of Termination
25.1 Upon termination, the Client’s rights to access and use the Platforms shall immediately cease.
25.2 The Company may delete any Client Content after 30 days from the date of termination, unless otherwise required by law.
25.3 The Company is under no obligation to retain, restore or provide access to Client Content following termination.
25.4 All accrued rights, remedies and liabilities of either party as at the date of termination shall not be affected.
26. Enforcement and Debt Recovery
26.1 Where the Client fails to pay any sums due under these Terms, the Company may take any lawful enforcement action, including but not limited to the use of third-party debt recovery agencies.
26.2 The Company specifically reserves the right to appoint Town and Country Legal Services LLP or an equivalent debt recovery service to recover outstanding sums.
26.3 Interest shall accrue on overdue invoices at the maximum rate allowed under the Late Payment of Commercial Debts (Interest) Act 1998 or applicable local law.
26.4 The Client shall be liable for all enforcement costs, including debt recovery fees, legal fees, and administrative costs incurred by the Company.
27. Survival of Clauses
27.1 The following clauses shall continue in full force and effect notwithstanding termination or expiry of the Agreement:
- Payment obligations (including outstanding fees and interest)
b. Indemnities (Clause 19)
c. Limitation of Liability (Clause 18)
d. Confidentiality (Clause 20)
e. Intellectual Property ownership (Clause 12)
f. Non-solicitation (Clause 21)
g. Data protection, Client Content licences and privacy terms
h. Governing law and jurisdiction (Section 4)
i. Any provision intended, by its nature, to survive termination
27.2 Termination shall not affect rights or remedies accrued prior to the termination date.
28. Governing Law and Jurisdiction
28.1 These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
28.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, claim or matter arising from or relating to these Terms or the use of the Platforms.
28.3 The Client acknowledges that use of the Platforms from outside the UK is at their own risk and responsibility, and that they must comply with all local laws applicable in their jurisdiction.
29. Notices
29.1 All notices given under or in connection with these Terms shall be in writing and shall be deemed properly served when:
- sent by email to the email address associated with the Client’s account; or
- sent by recorded delivery to the Client’s most recent billing address; or
- posted by the Company on the Platforms or within the Client’s account dashboard.
29.2 Notices to the Company must be sent to:
[email protected]
or by post to:
Iconic Intelligence Ltd, iconic Digital, BTS House, 69–73 Manor Road, Wallington, Surrey, SM6 0DD, UK
29.3 Notices sent by email shall be deemed received on the date of transmission.
30. Assignment and Transfer of Rights
30.1 The Client may not assign, transfer, charge, or otherwise deal with its rights or obligations under these Terms without prior written consent from the Company.
30.2 The Company may assign or transfer its rights and obligations under these Terms at any time, including as part of a corporate restructure, merger, acquisition or sale of assets, provided such assignment does not materially prejudice the Client’s rights.
31. Variation of Terms
31.1 The Company may amend, update or modify these Terms from time to time to reflect changes in:
- applicable law or regulatory requirements;
b. technical or operational enhancements;
c. business operations or Platform functionalities;
d. third-party provider arrangements;
e. pricing or subscription mechanisms.
31.2 Any changes will be effective upon posting to the Platforms or notifying the Client by email.
31.3 Continued use of the Platforms following notice of updated Terms shall constitute acceptance of the revised Terms.
32. Sub-Processors and Third-Party Providers
32.1 The Client acknowledges and agrees that the Company may engage sub-processors and third-party service providers to support the provision of the Platforms, including but not limited to:
- Stripe (payment processing)
- Amazon Web Services (hosting and infrastructure)
- Cloudflare (security and optimisation)
- Make.com (automation workflows)
- OpenAI and other AI engines (AI processing services)
32.2 The Company may add or replace sub-processors at its discretion without requiring Client consent, provided adequate safeguards and data protection measures remain in place.
32.3 Use of third-party services may be subject to separate terms imposed by those providers.
33. International Data Transfers
33.1 As part of providing the Platforms, the Company may process and store data in the UK, USA, and other global AWS regions, as required for redundancy, optimisation, and operational efficiency.
33.2 By using the Platforms, the Client expressly consents to such international transfers.
34. Multi-Brand Application
34.1 These Terms apply to all Platform brands, modules and services owned and operated by Iconic Intelligence Ltd, including but not limited to:
- Growth Gorilla™
- Blog Beaver™
- Social Hawk™
- Insight Owl™
- Any future modules released under the Iconic Intelligence ecosystem
34.2 The Client acknowledges that brand imagery, characters, icons and logos are registered trademarks or pending trademarks of the Company and may not be reproduced, copied, modified, or used for any purpose without prior written consent.
35. Relationship of the Parties
35.1 Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
35.2 The Client uses the Platforms as an independent user and is solely responsible for its own compliance obligations.
36. Entire Agreement
36.1 These Terms and any incorporated policies (including the Acceptable Use Policy and Data Processing Addendum), constitute the entire agreement between the parties.
36.2 All prior agreements, representations, proposals and communications (whether written or verbal) are superseded by these Terms.
37. Severability
37.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, such provision shall be deemed severed from the Terms.
37.2 The remaining provisions shall continue in full force and effect.
38. Waiver
38.1 Failure or delay by the Company to enforce any provision of these Terms shall not constitute a waiver of its rights.
38.2 Any waiver must be expressly stated in writing.
39. Interpretation
39.1 Headings are included for convenience only and shall not affect interpretation.
39.2 References to legislation include any amendments, re-enactments or subordinate regulations made under that legislation.
39.3 The singular includes the plural and vice versa.
40. Force Majeure
40.1 The Company shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause or circumstance beyond its reasonable control, including but not limited to:
a. acts of God, natural disasters, floods or storms;
b. war, terrorism, civil unrest or industrial action;
c. failures or outages of third-party providers, including AWS, Cloudflare or other hosting or infrastructure providers;
d. strikes, lockouts or labour disputes;
e. pandemics or governmental restrictions;
f. failures or interruptions of telecommunications networks, internet service, utilities or global infrastructure systems.
40.2 In such circumstances, the Company’s obligations shall be suspended for the duration of the event, and the Company shall use reasonable endeavours to mitigate the effects of the delay.
40.3 No refunds or service credits shall be due in respect of a Force Majeure event.
DATA PROCESSING ADDENDUM (DPA)
This Data Processing Addendum (“DPA”) forms part of the Terms and Conditions entered into between Iconic Intelligence Ltd, company number 16890421, registered at iconic Digital, BTS House, 69–73 Manor Road, Wallington, Surrey, SM6 0DD, UK (“the Company”), and the Client (“the Client”) (together, “the Parties”).
This DPA governs the processing of Personal Data by the Company in connection with the Client’s use of the Platforms.
1. Definitions
1.1 “Data Protection Laws” means all applicable data protection and privacy legislation, including the UK GDPR, EU GDPR, Data Protection Act 2018, CCPA/CPRA, and any other applicable international data protection regulations.
1.2 “Personal Data”, “Data Subject”, “Controller”, “Processor”, “Processing” and “Supervisory Authority” have the meanings given under the relevant Data Protection Laws.
1.3 “Client Data” means Personal Data provided, uploaded or made available by the Client or its authorised users through the Platforms.
1.4 “Sub-processor” means any third party appointed by the Company to process Personal Data in connection with providing the Platforms.
1.5 “Platforms” means all SaaS systems, AI tools, automation engines, modules and branded environments provided by the Company.
2. Roles of the Parties
2.1 The Company acts as Data Controller for Personal Data relating to:
a. Client account creation and billing information;
b. contact details, login information and authentication data;
c. support requests, usage data and platform analytics.
2.2 The Company acts as Data Processor where the Client connects third-party systems (e.g., Google Analytics, social media accounts, websites, scheduling tools) and provides access to Personal Data contained within those systems.
2.3 The Client acts as Data Controller for any Personal Data it uploads, provides or integrates with the Platforms.
3. Processing Instructions
3.1 The Company shall process Personal Data only in accordance with the Client’s lawful instructions, including as necessary to:
a. provide the Platforms;
b. generate AI outputs and automation tasks;
c. maintain, secure and optimise services;
d. provide support, troubleshooting and technical assistance;
e. comply with legal obligations.
3.2 The Client’s continued use of the Platforms constitutes a lawful and binding instruction.
4. Lawfulness of Processing
4.1 The Client is responsible for ensuring that all Personal Data uploaded to or integrated with the Platforms has been collected lawfully.
4.2 The Client warrants that:
a. Data Subjects have been informed of the processing activities;
b. all necessary consents have been obtained;
c. Personal Data is accurate and relevant;
d. no unlawful or sensitive data is submitted unless permitted by law.
5. Security Measures
5.1 The Company shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including:
a. encryption in transit and at rest;
b. multi-region AWS hosting architecture;
c. access controls, authentication and credential security;
d. measures to prevent unauthorised access, disclosure or modification;
e. regular system monitoring, logging and threat detection;
f. firewalls, DDoS protection and Cloudflare security layers.
5.2 The Client is responsible for maintaining secure passwords, access permissions and account security.
6. Confidentiality
6.1 The Company shall ensure that all personnel authorised to process Personal Data are bound by strict confidentiality obligations.
7. Sub-Processors
7.1 The Client hereby gives general authorisation for the Company to appoint Sub-processors.
7.2 Current Sub-processors include, but are not limited to:
• Stripe (payments)
• Amazon Web Services (hosting)
• Cloudflare (security)
• Make.com (automation workflows)
• OpenAI and other AI engines (AI processing)
• Email and communication providers
• Support and ticketing systems
7.3 The Company may add, replace or remove Sub-processors at any time without Client consent, provided:
a. reasonable safeguards are maintained;
b. Sub-processors meet GDPR-equivalent standards;
c. any material change is notified to Clients in writing or via the Platforms.
7.4 The Company remains liable for the actions of Sub-processors.
8. International Data Transfers
8.1 Personal Data may be stored and processed in the UK, USA, and any global AWS region necessary for redundancy, optimisation or service reliability.
8.2 By using the Platforms, the Client expressly consents to international transfers.
8.3 Transfers shall be safeguarded through mechanisms including:
a. UK International Data Transfer Agreement;
b. EU Standard Contractual Clauses;
c. adequacy decisions;
d. commercially reasonable technical protections.
9. Data Subject Rights
9.1 Where legally possible, the Company shall assist the Client in responding to Data Subject requests, including rights of:
a. access;
b. rectification;
c. erasure;
d. portability;
e. restriction;
f. objection.
9.2 Any request received directly by the Company shall be forwarded to the Client.
9.3 The Client is responsible for ensuring lawful responses to Data Subject requests.
10. Personal Data Breaches
10.1 The Company shall notify the Client without undue delay upon becoming aware of a Personal Data breach that affects the Client’s Personal Data.
10.2 Notifications will include:
a. a description of the breach;
b. potential impact;
c. mitigation steps taken;
d. recommended actions for the Client.
10.3 The Company shall cooperate with the Client, Supervisory Authorities or regulators as required.
11. Return or Deletion of Data
11.1 Following termination of the subscription, and after a 30-day retention period, the Company may delete or anonymise all Client Data unless otherwise required by law.
11.2 Upon written request, the Company may return Client Data in a commercially reasonable format.
12. Audit Rights
12.1 The Client may request information necessary to demonstrate compliance with this DPA.
12.2 The Company may fulfil audit requests by providing security documentation, policies, certificates or third-party audit reports.
12.3 Direct onsite audits are permitted only where required by law and subject to:
a. reasonable notice;
b. confidentiality obligations;
c. cost reimbursement by the Client.
13. Client Obligations
13.1 The Client shall not submit to the Platforms:
a. unlawful Personal Data;
b. data for which it lacks lawful basis;
c. sensitive categories of data unless legally permitted.
13.2 The Client remains responsible for:
a. data accuracy;
b. integrating only lawful data sources;
c. maintaining user permissions and access controls;
d. ensuring its own compliance with Data Protection Laws.
14. Limitation of Liability (DPA-specific)
14.1 The liability limits set out in the Master Terms & Conditions apply equally to this DPA.
14.2 The Company shall not be liable for data loss, corruption or exposure caused by:
a. Client misuse;
b. insecure integrations;
c. compromised client access credentials;
d. external systems beyond the Company’s control.
15. Precedence
15.1 In the event of a conflict between this DPA and the Master Terms & Conditions:
a. this DPA shall prevail solely in respect of data processing obligations;
b. all other provisions of the Terms remain unaffected.
16. Duration
16.1 This DPA remains in effect for the duration of the Client’s subscription and for any period thereafter during which the Company processes Personal Data on behalf of the Client.
ACCEPTABLE USE POLICY
This Acceptable Use Policy (“AUP”) governs the Client’s use of all platforms, modules, and AI-driven services provided by Iconic Intelligence Ltd (“the Company”). The AUP forms part of the Terms and Conditions and is binding upon all Clients and authorised users.
The purpose of this AUP is to ensure lawful, safe, and responsible use of the Platforms and to protect both Clients and the Company from misuse.
1. General Use Requirements
1.1 The Platforms must be used in a lawful, ethical and professional manner at all times.
1.2 The Client is responsible for ensuring that all content, data, instructions, and activities conducted via the Platforms comply with this AUP and all applicable laws.
1.3 Any breach of this AUP may result in account suspension or termination without notice, and without refund.
2. Prohibited Content
The following types of content must not be uploaded, generated, transmitted, stored, or published via the Platforms:
2.1 Illegal Content, including but not limited to:
a. material promoting criminal activity;
b. content that encourages harm, violence, terrorism or extremism;
c. content infringing copyright, trademarks or other intellectual property rights;
d. unauthorised disclosure of confidential or personal data.
2.2 Adult Content, including:
a. pornography or sexually explicit material;
b. nudity intended for arousal;
c. content promoting escorting, sexual services or fetish activity.
2.3 Harmful or Malicious Content, including:
a. malware, viruses, trojans, ransomware or worms;
b. content used to facilitate hacking or security breaches;
c. AI-generated content designed to deceive, impersonate or defraud.
2.4 Offensive or Abusive Content, including:
a. hate speech;
b. racial or religious slurs;
c. harassment, threats or bullying;
d. content reasonably deemed harmful to persons, groups or organisations.
2.5 Fraudulent Content, including:
a. false representations, misleading claims or impersonation;
b. fabricated identities or credentials;
c. deceptive business practices.
3. Prohibited Activities
The Client must not engage in any of the following activities on or in relation to the Platforms:
3.1 Reverse Engineering or Scraping
a. attempting to reverse engineer, decompile or extract source code;
b. scraping, harvesting or exporting data from the Platforms;
c. replicating platform functionalities.
3.2 Security Violations
a. bypassing or attempting to circumvent security mechanisms;
b. probing, scanning or testing vulnerabilities;
c. interfering with system integrity or performance.
3.3 Account Misuse
a. sharing login credentials with third parties;
b. selling, renting or transferring access;
c. creating multiple accounts for abuse or evasion purposes.
3.4 Use for Competing Services
a. using the Platforms to train competing AI products;
b. developing similar or derivative products using insights, outputs or workflows;
c. benchmarking for competitive research without written consent.
3.5 Unauthorised Integrations
a. connecting systems without lawful authority;
b. using third-party tools to manipulate the Platforms in unintended ways.
3.6 Automated Abuse
a. deploying bots, scripts or automation not provided by the Company;
b. excessive API or feature usage that degrades service performance.
3.7 Illegal or Unauthorised Marketing
a. generating content for illegal, misleading or harmful marketing practices;
b. producing deceptive financial, medical or legal claims;
c. creating unsolicited bulk messages (“spam”).
4. Content Standards and Professional Use
4.1 The Client must ensure that all content created, uploaded or published through the Platforms is:
a. accurate to the best of their knowledge;
b. lawful in the jurisdiction of publication;
c. respectful, non-abusive and professional in tone.
4.2 The Platforms must not be used to create or distribute content that knowingly:
a. misleads audiences;
b. impersonates individuals without consent;
c. promotes false expertise (financial, medical, legal, etc.).
4.3 The Company reserves the right to remove or restrict content that breaches these standards.
5. Security and System Integrity
5.1 The Client must maintain secure access credentials and implement appropriate access controls internally.
5.2 The Client must immediately notify the Company if they become aware of:
a. unauthorised access;
b. suspected breaches;
c. compromised credentials;
d. unusual account activity.
5.3 The Client must not upload data or execute actions that compromise system integrity.
6. Suspension and Enforcement
6.1 The Company may suspend or terminate a Client’s access immediately and without notice if the Client:
- breaches this AUP;
b. engages in harmful or unauthorised activities;
c. poses a risk to system security or stability;
d. generates prohibited content;
e. misuses integrations or connected systems.
6.2 Suspension under this AUP does not relieve the Client of their payment obligations.
6.3 The Company may disclose Client activity to law enforcement or regulatory authorities where required by law.
7. Monitoring and Compliance
7.1 The Company may monitor usage to ensure compliance with this AUP, including automated detection of harmful behaviour.
7.2 Monitoring is limited to what is necessary to enforce these Terms and maintain platform integrity.
8. Changes to this AUP
8.1 The Company may update or amend this AUP at any time to reflect:
a. legal changes;
b. technological improvements;
c. operational changes;
d. enhanced security requirements.
8.2 Updates will be posted on the Platforms, and continued use constitutes acceptance.
9. Reporting Violations
Clients may report suspected AUP violations by contacting:
Reports will be reviewed promptly and appropriate action taken.