Terms of business

DEFINITIONS

Isoblue is a limited company, Registered in England and Wales under Registration Number 3972838.

This “Terms and Conditions” document is an outline agreement between Isoblue Limited and their clients. Specific project terms are included in project quotations. Both project quotations and these general terms together form a specific project service contract.

Isoblue hereafter "The Supplier".

Specific offers to provide services will be detailed in a “Project Quotation” to supply offered by The Supplier to The Client.

The person, Company or Organisation for whom a project quotation is offer by The Supplier will be referred to as “The Client” .

These Terms and Conditions set forth the provisions under which The Client may use the services supplied by The Supplier.

The Supplier is a Design and Marketing Company providing Client Graphic Design, HTML, CSS, Javascript and other related computer programming languages. The Supplier provides services via third party software applications as well as proprietary software and intellectual property embedded in Database and other applications.

The terms contained in this document, combined with The Supplier Project Quotation and Isoblue Invoice and payment terms, form the entirety of the supply contract between The Supplier and The Client.

ACCEPTANCE OF WORK

Project Quotations are valid for 7 days from date of issue unless otherwise specifically stated on the Project Quotation.

When The Client formally accepts the Project Quotation by way of written or emailed confirmation, they are agreeing to purchase services from The Supplier subject to the terms laid out herein and in the Project Quotation:

No contract for the supply of services exists between The Client and the Supplier until The Client accepts in writing the terms of the Project Quotation from The Supplier. The formal acceptance of a Project Quotation, and/or the payment by the client of the initial invoice, represents acceptance by The Supplier (or third party supplier) of The Clients agreement to purchase services from The Supplier and this acceptance by The Client of the Project Quotation, in conjunction with these terms and those on the Invoice, forms the contract between Client and The Supplier.

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

The Supplier 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 Project Quotation, Invoice or these Terms and Conditions.

PERMISSION AND COPYRIGHT

All pages, images, text and code on The Supplier's web site at https://www.isoblue.com is copyrighted material.

The Client and any visitors to The Supplier's web site at https://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 Supplier.

Copyright of and any other intellectual property rights that might exist that have been created by The Supplier, the completed website designs, images, pages, code and source files or any other intellectual property created by The Supplier for the project will be retained by The Supplier and shall only be transferred to The Client and subsequently rest with The Client upon full and final settlement of the total outstanding account agreed at project inception and any other fees that have been agreed in writing during the project.

The Client hereby agrees that all media and content made available to The Supplier 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 Supplier 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 supplier and shall indemnify The Supplier against any claim arising from disputed ownership of intellectual property or infringement of copyright of third parties.

Subject to separate written confirmation, The Client agrees that The Supplier may include development credits and links within any code The Supplier designs, builds or amends. The Client agrees that The Supplier reserves the right to include any work done for the Client in a portfolio of work.

MATERIAL

The Supplier 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 Suppliers own discretion.

The Supplier reserves the right to refuse to sell design or code to those thought or known as competitors of The Supplier. The Client may not purchase design or code for use in development of their own product to directly compete with The Supplier's design or code.

The Supplier reserves the right to verify whether The Client has a licensed version of relevant third party software. The Supplier reserves the right to refuse sale for orders from suspect payment or address details or other reason at The Suppliers own discretion. The Supplier reserves the right without notice to cancel, reject, refuse sale to, or work with a Client without reason for rejection or refusal.

PROJECT COMPLETION

The 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 Supplier 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 Supplier. 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 Supplier acts solely in an advisory capacity with domain name registration and management. The Supplier 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 withhold 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 Supplier 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.

PROJECTS

The Client shall request any alterations to the Project Quotation in writing either by email or postal mail. The Supplier will accommodate reasonable modifications subject to the time allocated in the Project Quotation. After the specified allowed hours of alterations have been completed, The Supplier 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 Supplier reserves the right to request payment be received for further alterations before continuing work.

Upon completion of an agreed design The Client shall 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 Supplier in good time to enable The Supplier to complete a design or web site work as part of an agreed project.

The Client has been made aware of 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. The Supplier builds websites and pages that are “Responsive” to the window size of the viewer. Because the website code adapts to the size of the viewing window. The Supplier agrees to try and match the design as closely as is possible when building the code.

The Supplier endeavours to create pages that are search engine friendly, however, The Supplier gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall The Supplier be held liable for any changes in search engine rankings as a result of using The Suppliers 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 Supplier can apply the best alternative suitable available alternative solution in the opinion of The Supplier.

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

ACCEPTANCE AND TESTING

Whilst every effort is made to make sure files are error free, The Supplier 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 (5 working days) for The Client acceptance testing. During this period, faults notified to The Supplier will be rectified. After the period of acceptance testing has passed then The Supplier reserves the right to provide a quotation for remedial work.

WEB BROWSERS

The Supplier 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 Supplier cannot guarantee correct functionality with all browser software across different operating systems and/or viewing platforms and window sizes. Indeed The Supplier 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 Supplier 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

PAYMENT TERMS

All prices are quoted excluding UK 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 the terms laid out in the Project Quotation. If there is an outstanding and overdue balance, The Supplier reserves the right to suspend work even if by doing so deadlines are missed. In the event of suspension, The Supplier will not be held liable for any consequential loss caused by work being suspended.

Additional work requested by the Client which is not specified in the agreed Project Quotation is subject to a separate Project Quotation and The Supplier reserves the right whether to quote or accept additional work. If additional work is accepted, The Supplier may effect timescale and overall delivery time of earlier Project Quotations.

In the event of a Project Quotation consisting of Deposit and Balance payments, 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 requested 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 from the instance of the first edit they assume complete responsibility for any issues which occur after changing the code themselves. The Supplier is free of any claim in respect of website functionality or performance once the client or their agent has logged into the website. The Supplier reserves the right to quote for work to provide remedial work 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.

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

The Supplier 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 Supplier cancel a project in writing by email or postal mail to The Supplier. If The Supplier has begun work on the project the entire deposit payed is forfeit and will be retained by The Supplier. 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 Supplier 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 Supplier's discretion.

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

LIABILITY AND WARRANTY DISCLAIMER

The Supplier provides their development work and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Supplier cannot guarantee the functionality or operations of their web site code or the performance of third party system platforms for example Squarespace. The Supplier 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 Supplier is not liable for any software malfunction, performance issues or failure of software which is a provided by a third party company. Any bugs, performance issues or failure with the software will be directed to said company.

The Supplier endeavours to provide a web site within given delivery timescales to the best of its ability. However, The Client agrees that The Supplier 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 Supplier is not liable for absence of service as a result of illness or national holiday.

The Client agrees The Supplier 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 Supplier 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 Supplier 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 Supplier 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 (5 working days) for The Client acceptance testing. During this period The Supplier will attempt to correct these errors. After the period of acceptance testing has passed then The Supplier reserves the right to provide a quotation for remedial work.

The Supplier 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 Supplier reserves the right to cancel forthwith any projects and invoice the Client for any work completed, and retain any monies payed to The Supplier as full and final payment for work in connection with the project.

The Supplier 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 Supplier has been advised of the possibility of such damages.

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

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. The client will ensure the provenance of any images and their right to use them.

The Supplier 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 Supplier reserves the right to quote for any updates as separate work. The Client agrees The Supplier 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 Supplier harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

INDEMNIFICATION

The Client agrees to use all The Suppliers services and facilities at their own risk and agree to defend, indemnify, save and hold The Supplier harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against The Supplier 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 Supplier 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.

NONDISCLOSURE

The Supplier 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 Supplier to another party.

PRIVACY POLICY

Please see our separate Privacy Policy

During projects, The Supplier 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 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.

INTERPRETATION

The Supplier 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 Supplier 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 Project Quotation and/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.

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