Terms & conditions

Website Design Service

Isle Interactive shall provide “Website Design Services” to the “Client” subject to these conditions. Any change to the Website Design Service or these conditions must be agreed in writing by Isle Interactive. The Client shall at its own expense supply Isle Interactive with any Assets requested by Isle Interactive in relation to the Website Design Service. Together the “Materials”. The Client shall, at its own expense, retain duplicate copies of all Materials. Isle Interactive shall have no liability for replacement of Materials provided to Isle Interactive.

Charges

The Client shall pay the amounts specified 30 days following the end of the month in which an invoice was submitted by Isle Interactive. Should an invoice not be paid within this time Isle Interactive may, at its discretion, charge interest on the outstanding amount at the HSBC bank lending rate. Isle Interactive shall make additional charges for any extra services provided as a result of errors in or changes to the Materials or if Isle Interactive agrees to any changes in the Design Services. All charges quoted are subject to Value Added Tax for which the Client shall be additionally liable at the applicable rate from time to time.

Intellectual Property Rights

The Client warrants that any Material and its use by Isle Interactive for the purpose of providing the Website Design Service will not infringe the copyright or other rights of any third party or otherwise be defamatory of any third person or in breach of any legal requirement and the Client shall indemnify Isle Interactive against any loss damages, cost, expenses or other claims arising from any such infringement. The Client shall provide such evidence as Isle Interactive may request from time to time as to the ownership of the copyright in the Material or that any Material is not in breach of any other legal requirement.

The website content management system and site functionality together are defined as the CMS. The client is not permitted to redevelop or reuse any of the source code provided as part of the CMS in any website or other such web based or equivalent system, other than the one detailed in the proposal document. Isle Interactive retain all intellectual property rights to the CMS system.

Liability

Isle Interactive shall have no liability to the Client for any loss, damage costs, expenses or other claims for compensation arising from any Material or instruction supplied by the Client which are incomplete, inaccurate, incorrect, illegible, out of sequence or in the wrong format or arising from late arrival or non-arrival or any other fault of the Client.

Isle Interactive shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in the performing or any failure to perform any of Isle Interactive’s obligations in relation to the Website Design Service if the delay or failure was due to any cause beyond Isle Interactive‘s reasonable control.

Isle Interactive shall not be liable for any loss, damage costs, expenses or other claims for compensation arising from failure of the Website to operate properly and reliably due to running environment (web server) conditions. Isle Interactive shall not be liable for any loss, damage costs, expenses or other claims for compensation arising from failure of the website to process credit card transactions. Except in the case of breach of confidence and intentional misconduct, the entire liability of Isle Interactive under or in connection with this Agreement shall not exceed the cost of the Website Design Services.

Web Search Engines

Isle Interactive has no power over search engines and cannot guarantee that sites submitted will appear. Isle Interactive also has no power to force submissions to the top of a search. Search engine optimisation does not guarantee a high ranking. As with any advertising pay per click advertising does not guarantee an increase in sales or revenue. Visibility is determined by budget committed.

Email Delivery

Whilst Isle Interactive will use all best endeavours to ensure automated emails, be they individual or in bulk, sent from our systems, sent by websites we have developed, or sent by an employee of Isle Interactive are received by the intended recipient, we cannot be held liable for an email being received by someone other than the intended recipient. It is the client’s responsibility to supply accurate email lists, to manage unsubscribe requests and subsequently removing those email addresses from mailing lists. Isle Interactive is not able to guarantee that emails will not be delivered to a users SPAM folder. Isle Interactive is not able to guarantee delivery, as rules governing delivery will be handled by the receiving parties email servers.

Site Maintenance

Isle Interactive warrants that the web site application will remain functional for a period of 12 months and will carry out such maintenance on the site required to ensure its functionality providing that the Client has made no amendments to the underlying code of the web site.

Web Site Hosting & Email Services (if supplied)

Email and hosting services are provided through Cronos Internet Limited. Use of email and hosting services is to be in compliance with the terms and conditions of Cronos Internet Limited. These terms can be found at the following website address - http://www.cronosinternet.co.uk/support/terms.htm. Spamming, or the sending of unsolicited bulk e-mail from your hosting and email account is strictly prohibited. The Client indemnifies Isle Interactive for any losses sustained as a result of use not in compliance with Cronos Internet Limited’s terms and conditions. The Client is solely responsible for the content stored on and served by your hosting and email accounts. As the Client you will not include, link to or transmit any material that is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way.

Confidentiality

Isle Interactive shall keep confidential all information and data, including, but not limited to Materials, which is made available to Isle Interactive and/or its representatives by the Client or its affiliates for the Website Design Service and the provision of the Website Design Service, or which result from Isle Interactive’s work for the Client or its affiliates (“Confidential Information”). Isle Interactive will not disclose the same to third parties, both during and after termination, for whatever reason, by publication or otherwise, nor use the same for any purpose other than the Website Design Service without prior approval in writing by the Client. All Material, data and information supplied by the Client shall, on request, be returned on completion of the Website Design Service.

Isle Interactive undertakes to disclose Confidential Information only to those of its officers, employees, agents and contractors, to whom and to the extent to which, such disclosure is necessary for the Website Design Service and to ensure that all such personnel are obliged to treat such information as confidential.

The obligations contained in this Clause shall survive the expiry or termination of this Agreement for any reason but shall not apply to any Confidential Information which:

  1. is publicly known at the time of disclosure to the Isle Interactive;
  2. after disclosure becomes publicly known otherwise than through a breach of this Agreement by Isle Interactive, its officers, employees, agents or contractors;
  3. can be proved by Isle Interactive to have reached its hands otherwise than by being communicated by the Client including being known to it prior to disclosure, or having been developed by or for it wholly independently of the Client or having been obtained from a third party without any restriction on disclosure on such third party of which Isle Interactive is aware, having made due enquiry;
  4. is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving party, provided that, where practicable, the disclosing party is given reasonable advance notice of the intended disclosure.

Neither party shall disclose any of the terms hereof to any third party whatsoever other than such information which is required to be disclosed by law or applicable regulations.

Governing Law

This Agreement shall be governed in all respects by the laws of England and subject to the exclusive jurisdiction of the English courts.