Isoblue Limited Terms and Conditions

1. DEFINITIONS

The following terms and conditions document is a legal agreement between Isoblue Limited, hereafter “Developer” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

The Developer is a Design and Marketing Company providing Client Graphic Design, HTML, CSS, Javascript and other related computer programming languages.  Frequently delivering services via third party software applications such as but not limited to:

  • Squarespace

  • Jotform

  • Mail Chimp

  • Big Commerce

  • Ecwid.com

  • Shopify

  • Unbounce.com

  • Optimizely.com

  • KNACK

  • Formstack

  • Stripe

  • Citrix

2. ACCEPTANCE OF WORK

Quotations are valid for 7 days from date of issue unless otherwise specifically stated on a quotation.

When the Client places an order to purchase services from the Developer, the order represents an offer to the Developer to purchase the web site, template or web site updates which is accepted by Developer only when an invoice is sent to the Client. No contract for the supply of services exists between Client and Developer until the Developer sends an invoice to the Client for payment. The invoice represents acceptance by the Developer (or third party supplier) of the Clients offer to purchase services from Developer and this acceptance of work is a valid contract between Client and Developer regardless of whether Client receives the invoice.

Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.

Developer reserves the right to withdraw from the contract at any time prior to acceptance or during the contract if the Client does not comply with the conditions and stipulations contained in the invoice contract or these Terms and Conditions.

3. PERMISSION AND COPYRIGHT

All pages, images, text and code on the Developer's web site at http://www.isoblue.com is copyrighted material.

Client and any visitors to the Developer's web site at http://www.isoblue.com may not use any of the pages, images, text or code on the web site for use on the Client's or visitors own web site or to create a web site, templates or actinic templates without prior written permission from the Developer.

Copyright of the completed website designs, images, pages, code and source files or any other intellectual property created by the Developer for the project will be retained by the Developer and shall only rest with the Client upon full and final settlement of the total outstanding account agreed at project inception. 

The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.  The Client shall warrant that they are the sole owners of any copyright or intellectual property contained in material passed to the developer and shall indemnify the Developer against any claim arising from disputed ownership of intellectual propery or infringement of copyright of third parties.

The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends.

The Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work.

4. MATERIAL

The Developer reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at the Developers own discretion. The Developer reserves the right to refuse to sell design or code to those thought or known as competitors of the Developer. The Client may not purchase design or code for use in development of their own product to directly compete with the Developer's design or code. The Developer reserves the right to verify whether the Client has a licensed version of relevant third party software. The Developer reserves the right to refuse sale for orders from suspect payment or address details or other reason at the Developers own discretion. The Developer reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.

5. PROJECT COMPLETION

Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material and use of the domain name, hosting and email services, unless otherwise agreed in writing between the Client and the Developer. Any support or payment due, relating to the domain name, hosting and email services are to be made between the Client and the third party service.

The developer acts solely in an advisory capacity with domain name registration and management.  The Developer reserves the right and without notice to refuse work with domain names or hosting and email services without reason for such rejection or refusal.

The Client shall not withold information required or otherwise delay the completion of a project in order to prevent of delay the completion of a project. :  Such action will be deemed to be the end of the contract and trigger the payment of the balance of funds due on completion of the project.

Formal and technical  'Transfer of ownership' from the Developer to The Client, in every case,  is the conclusion of any mutual contractual obligation.  Acceptance by the Client, and adoption of any such handover indicates that any commercial relationship between the parties has come to a conclusion, unless confirmed by both parties in writing.   Acceptance of 'Transfer of Ownership' is a concluding step and is in 'Full and Final settlement' of any and all mutual contractual obligations in respect of the project unless otherwise agreed in writing. 

The client should not accept transfer of ownership unless they agree that all obligations under contract have been fulfilled.

6. PROJECTS

All alterations for web sites projects are to be requested in writing either by email or postal mail by the Client. After the specified allowed hours of alterations have been completed, the Developer reserves the right to advise the Client as such and provide a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work.

Upon completion of an agreed design the Client is asked to confirm in writing by email or postal mail that the design is signed off as complete and agree that any further design alterations are chargeable.

The Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or web site work as part of an agreed project.

The Client understands and agrees that a technical website build in HTML5 and CSS3 may differ from the original graphic design and may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by various different internet browser software applications. This is particularly important since the advent of responsive website coding where the website code adapts to the size of the viewing window.  The Developer agrees to try and match the design as closely as is possible when building the code.

The Developer endeavours to create pages that are search engine friendly, however, the Developer gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall the Developer be held liable for any changes in search engine rankings as a result of using the Developers code.

If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply the best alternative suitable  available alternative solution in the opinion of the Developer.

The Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

The Client agrees that it is their responsibility to have regular backups of their website and software, content and images made by themselves or third party services in case of a software or hardware failure.

All communications between the Developer and the Client shall be by telephone, email, Skype, Citrix Go To Meeting or postal mail, except where agreed at the Developer's discretion.

7. WEB BROWSERS

The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers - Chrome, Safari, Internet Explorer and Mozilla Firefox latest current version. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems and/or viewing platforms and window sizes.  Indeed the Developer clearly states that the experience on different browsers, operating systems and browsers as well as viewing window sizes WILL vary.

The Client agrees that after handover of files, any updated software versions of the main browsers, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, the Developer reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes. Please see our current browser statement here

8. PAYMENT TERMS

All prices are quoted excluding VAT which is applicable, at the current rate, on all work carried out for UK based clients.  Overseas clients will be invoiced NET of any UK sales Taxes.

All invoices must be paid in full within a maximum of 7 days of the invoice date and the Developer will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at the Developers discretion.

Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and the Developer reserves the right whether to quote or accept additional work. If additional work is accepted, the Developer may effect timescale and overall delivery time of the project.

The Client must pay the deposit invoice prior to work commencing.  Balance payments will be adjusted to and include the original balance at project inception, plus any request and agreed additional work, domain name purchases, stock image purchases or other costs incurred directly or indirectly as a result of the project.

At the conclusion of a project, the Client or a third party of their choosing may wish to edit their web site code themselves to make updates. The Client agrees that in so doing they assume full responsibility for the management and maintenance of the website, specifically, they assume complete responsibility for any issues which occur after changing the code themselves. The Developer is completely and totally free of any claim in respect of website functionality or performance once the client or their agent has logged into the website.  The Developer reserves the right to quote for work to repair the web site.

No website credentials, passwords, usernames or website control will be passed to the client until all outstanding purchase orders have been invoiced and settled in full.  There will be no exceptions.

Payment of account must be by cheque or by bank transfer or payment via the Isoblue website or online invoice via Stripe.

The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

Cancellation.

In order to cancel a project, The Client must request that the Developer cancel a project in writing by email or postal mail to the Developer.  If the Developer has begun work on the project the entire deposit payed is forfeit and will be retained by the Developer. The purpose of the deposit is to schedule and may or may not include project time and cancellation may well represent an 'opportunity cost' to the Developer of time that cannot be resold.  If the project is cancelled after the project is completed (or the project cannot be completed because the Client has unreasonably withheld information or otherwise delayed the project through changes of circumstance, indecision or changes of decision, that have in effect prevented completion) then the balance of the project will become due.

All invoices are submitted by email except where required otherwise by regulations, or agreed at the Developer's discretion.

The Developer reserves the right to remove it's work for the Client from the internet if payments are not received, and pursue the client for payment of outstanding monies.

9. LIABILITY AND WARRANTY DISCLAIMER

The Developer provides their development work and the contents thereof on an "as is" basis and makes no warranties with regard to the site and it's contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their web site code or the performance of third party system platforms for example Squarespace.  The Developer further cannot guarantee that any service will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete. 

The Client agrees the Developer is not liable for any software malfunction, performance issues or failure of software which is a separate company.  Any bugs, performance issues or failure with the software will be directed to said company.

The Developer endeavours to provide a web site within given delivery timescales to the best of it's ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The Client agrees the Developer is not liable for absence of service as a result of illness or national holiday.

The Client agrees the Developer is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from the Developer to the Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the website, web app or system, will be uninterrupted or error free. The handover process includes a reasonable period (usually 5 working days) for the Client acceptance testing.  During this period the Developer will attempt to correct these errors. After the period of acceptance testing has passed then the Developer reserves the right to provide a quotation for remedial work.

The Developer reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup after the acceptance period.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed, and retain any monies payed to the Developer as full and final payment for work in connection with the project.

The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if the Developer has been advised of the possibility of such damages.

There are sometimes laws and taxes which affect internet ecommerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of internet ecommerce.

Isoblue take reasonable steps to ensure that images, and other intellectual property is freely available for use within clients projects, however in the event of a claim, the client takes full responsibility for any infringement of copyright after the website or other work enters the public domain. Specifically, The client will ensure the provenance of any images and their right to use them.

The Developer may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees The Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. INDEMNIFICATION

The Client agrees to use all the Developers services and facilities at their own risk and agree to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against the Developer or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.

The Client also agrees to defend, indemnify and hold harmless the Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

11. NONDISCLOSURE

The Developer and any third party associates agree that, except if directed by the Client, it will not, at any time during or after the term of this agreement, disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about the Developer to another party.

12. PRIVACY POLICY

Please see our separate Privacy Policy

During projects, the Developer and any third party associates shall use information provided by a Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1 ) to identify the Client in communications with them 2 ) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

13. INTERPRETATION

The Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

By accepting a quotation or making a payment of an invoice to use the services supplied, the Client acknowledges to have read, understood, and accepted the Terms and Conditions offered here, and that these terms and conditions are the basis of a contract and further agrees to be legally bound by these Terms and Conditions. 

Terms and conditions are subject to periodic review.

Last Updated 24/09/2018.

Please Print and retain for your records


Chris Bampton
Director & Co-Founder
Isoblue Limited

24th September 2018.