Terms and Conditions

1. About these terms

This website is operated by Isodev Limited, a company registered in England and Wales under company number 16866628, registered office Bartle House, 9 Oxford Court, Manchester, M2 3WQ. "We", "us" and "our" mean that company. "You" means the person or organisation using this site or receiving our services.

By using this website you accept these terms. If you do not accept them, stop using the site.

Sections 1 to 6 apply to everyone who uses the website. Sections 7 to 17 apply where we supply services to you. If we have signed a separate services agreement, statement of work or order form with you, that document takes priority over these terms wherever the two conflict.

2. Using this website

We licence you to view and print pages from this site for your own business or personal use. That licence does not allow you to republish, sell, sub-licence or systematically copy material from the site.

Content on this site is general information about what we do. It is not advice, and it is not a binding offer to supply services. Nothing on the site creates a contract between us until we agree scope and fees in writing.

Where we link to third party sites, we do so for convenience. We do not control them and we accept no responsibility for their content or their handling of your data.

3. Acceptable use

You must not:

• use the site or the enquiry form for unlawful, fraudulent or harmful purposes, including sending spam or unsolicited commercial messages;
• attempt to gain unauthorised access to the site, its server, or any connected system or database;
• introduce malware, or launch any denial of service, injection, scraping or automated attack against the site;
• probe or test the security of our systems without our prior written permission;
• copy, mirror or reproduce the site or any substantial part of it, or extract data from it in bulk by automated means.

Breaching this section may be a criminal offence under the Computer Misuse Act 1990. We report serious breaches to the relevant authorities and may disclose your identity to them.

If you find a security vulnerability in our site or products, report it to hello@isodev.co.uk before disclosing it publicly. We will acknowledge your report and we will not pursue action against good faith research that follows this route.

4. Availability and changes

We provide the website free of charge and give no guarantee that it will be available without interruption or free of errors. We may suspend, withdraw or change any part of it without notice.

We may revise these terms at any time. The version published here at the time you use the site is the version that applies. Where a change materially affects an active engagement, we will tell the client directly.

5. Intellectual property

We own or licence all intellectual property rights in this website and its content, including text, layout, code, graphics and the Isodev, Insightnix and OpenStat names and logos. Those rights are reserved. Nothing in these terms transfers any of them to you.

You may not use our name or logos without our written permission, except to identify us factually as a supplier.

Third party trade marks referenced on this site belong to their respective owners.

6. Our products

We operate two products under separate terms:

• Insightnix (insightnix.com), our managed business intelligence and data services offering.
• OpenStat (openstat.uk), our public data and statistics platform.

Use of either product is governed by the terms published on that product's own site, which prevail over these terms for that product.

Where a product presents statistics drawn from public sources, those figures are reproduced or derived under the licence of the original publisher and remain the responsibility of that publisher. We take care with transformation and presentation, but we give no warranty that any published figure is accurate, complete or current, and you must not rely on it as the sole basis for a decision with legal, financial or clinical consequences.

7. How an engagement works

We agree work in writing before it starts. A typical engagement runs as follows.

1. Enquiry and scoping. We discuss what you need and what a good outcome looks like.
2. Proposal. We issue a written proposal or statement of work setting out scope, deliverables, assumptions, dependencies, timescales and fees. Proposals are valid for 30 days unless stated otherwise.
3. Acceptance. A contract forms when you accept the proposal in writing, including by email, or when we begin work at your request.
4. Delivery. We deliver against the agreed scope and report progress at the agreed intervals.
5. Change. Either of us can request a change. Changes take effect only when both of us agree them in writing, together with any effect on fees and timescales.

Timescales are estimates given in good faith and depend on you meeting the dependencies in the statement of work. Time is not of the essence unless the statement of work says so expressly.

8. Your responsibilities as a client

To let us deliver, you agree to:

• give us accurate and complete information, and tell us promptly if it changes;
• provide timely access to the systems, data, environments and people we need, and nominate a single point of contact with authority to make decisions;
• make sure you have the right to give us any data, software or content you supply, and that our agreed use of it will not infringe anyone's rights or breach any licence;
• keep your own backups of any live system we work on, and maintain your own licences, subscriptions and third party accounts;
• review and respond to deliverables within the agreed review period.

If a delay or cost is caused by you not meeting these responsibilities, timescales extend accordingly and we may charge for the additional time at our standard rates.

9. Fees, invoicing and payment

• Fees are as set out in the statement of work, on a fixed price, day rate or monthly retainer basis.
• Unless stated otherwise, fees exclude VAT and reasonable pre-agreed expenses, which we charge at cost.
• We may invoice on acceptance, at agreed milestones, or monthly in arrears. Retainers are invoiced monthly in advance.
• Invoices are payable within 14 days of the invoice date by bank transfer to the account shown on the invoice.
• Late payment carries interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work on written notice while an undisputed invoice remains unpaid.
• You must pay in full without set off or deduction. If you dispute an invoice, tell us within 10 working days, pay the undisputed part, and we will resolve the rest promptly.
• Third party costs, such as licences, subscriptions and hosting, are yours to pay unless the statement of work says we will recharge them.

10. Deliverables and ownership

On payment in full of all sums due for the relevant work, we assign to you the intellectual property rights in the deliverables created specifically for you under that statement of work.

We keep ownership of everything we bring to the engagement or develop independently of it, including our methods, frameworks, libraries, chart and reporting engines, templates, tooling and general know how. Where a deliverable includes any of that background material, we grant you a non exclusive, perpetual, worldwide licence to use it as part of the deliverable for your own business purposes.

Deliverables may include third party or open source components. Those are supplied under their own licences, which we will identify on request, and your use must comply with them.

We may describe the nature of the work in general terms as a credential. We will not name you or disclose any confidential detail without your written permission.

11. Confidentiality

Each of us may receive information from the other that is marked confidential or that a reasonable person would treat as confidential. Each of us agrees to use the other's confidential information only for the engagement, to protect it with at least reasonable care, and to disclose it only to people who need it and who are under equivalent obligations.

These obligations do not apply to information that is public through no fault of the recipient, was already known to the recipient without restriction, is independently developed, or must be disclosed by law or a regulator, in which case the recipient will tell the other party first where it is lawful to do so.

These obligations continue for five years after the engagement ends, and indefinitely for anything that is a trade secret or personal data.

12. Data protection

Each of us will comply with UK data protection law. Our Privacy Policy explains how we handle personal data as a controller.

Where we process personal data on your behalf, you are the controller and we are the processor. Before that processing starts we will enter a written data processing agreement covering subject matter, duration, nature and purpose, categories of data and data subjects, our obligations under Article 28 UK GDPR, approved subprocessors, security measures, breach notification, assistance with data subject requests, and return or deletion at the end of the engagement.

You confirm that you have a lawful basis for the data you give us and that your instructions to us will not put either of us in breach of data protection law.

13. Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care, using suitably qualified people, and that we have the authority to enter the contract.

If a deliverable does not meet the agreed specification, tell us within 30 days of delivery and we will correct it at no charge. That is your primary remedy for defective deliverables. The warranty does not cover faults caused by changes made by anyone other than us, incorrect data supplied to us, use outside the agreed specification, or failures in third party software or infrastructure.

Except as expressly stated, all terms implied by statute or common law are excluded so far as the law allows. In particular we do not warrant that software will be free of all defects, that any system will be uninterrupted or secure against every threat, or that reports, dashboards or analyses will produce any particular business outcome. Analysis and reporting outputs support your decisions; the decisions remain yours.

Nothing in these terms affects the statutory rights of a consumer.

14. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

Subject to that, neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss or corruption of data where the other party has failed to maintain adequate backups, or any indirect or consequential loss, whether arising in contract, tort including negligence, or otherwise.

Subject to that, our total liability arising out of or in connection with an engagement is limited to the total fees you paid us under the relevant statement of work in the 12 months before the event giving rise to the claim, or £5,000 where no fees have been paid. Where the website is used free of charge, our total liability in connection with it is limited to £100.

Each of us must bring any claim within 12 months of becoming aware of the circumstances giving rise to it.

You are responsible for maintaining your own insurance, backups and business continuity arrangements appropriate to the value of the systems and data involved.

15. Term and termination

An engagement runs until the agreed work is complete, or, for a retainer, until either of us gives 30 days written notice.

Either of us may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of being asked to, or becomes insolvent, enters administration or ceases to trade.

On termination you must pay for all work done and expenses committed up to the termination date. We will hand over completed deliverables for which you have paid, return or delete your data as agreed, and each of us will return or destroy the other's confidential information. Sections on intellectual property, confidentiality, data protection, liability and governing law survive termination.

16. General

• Force majeure. Neither of us is liable for delay or failure caused by events beyond reasonable control, including infrastructure and utility failures, cyber attack on a third party, government action or industrial action. If the event lasts more than 60 days, either of us may terminate the affected work.
• Subcontracting and assignment. We may subcontract parts of the work but remain responsible for it. Neither of us may assign the contract without the other's written consent, which will not be unreasonably withheld.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship, and neither of us can bind the other.
• Non solicitation. During an engagement and for six months after it, neither of us will solicit for employment anyone materially involved in it, other than through a general public advertisement.
• Entire agreement. The statement of work and these terms are the whole agreement between us on their subject matter and replace any earlier discussion, except that neither of us limits liability for fraudulent misrepresentation.
• Severance and waiver. If a provision is found unenforceable, the rest continues in force. A delay in enforcing a right is not a waiver of it.
• Third parties. No one other than the parties has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Formal notices must be in writing and sent to the registered office, or by email to hello@isodev.co.uk with confirmation of receipt.

17. Governing law

These terms and any dispute arising out of them, including non contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that a consumer resident elsewhere in the UK may bring proceedings in their own jurisdiction.

Before starting proceedings, each of us will try to resolve the dispute by escalating it to a senior representative, and will consider mediation in good faith.

18. Contact and complaints

Isodev Limited
Bartle House, 9 Oxford Court, Manchester, M2 3WQ
hello@isodev.co.uk

Company number 16866628, registered in England and Wales. If something goes wrong, contact us first. We aim to acknowledge complaints within two working days and resolve them within ten.