ISJ DEVELOPMENT – TERMS AND CONDITIONS
1. INTRODUCTION
1.1 These Terms and Conditions (“Terms”) constitute a legally binding agreement between ISJ Development (“we”, “us”, “our”, “the Company”) and the business entity (“you”, “your”, “Client”, “Buyer”) that accesses or uses our website (https://www.isjdevelopment.com) or purchases any of our services or products.
1.2 ISJ Development is a trading name of Isaac Smith-Jones with its principal place of business in 12 Halfway Centre, Halfway Drive, Sheffield, S20 4TA.
1.3 By accessing our website, purchasing our services, or otherwise engaging with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
1.4 These Terms apply exclusively to business-to-business (B2B) transactions. By proceeding with any purchase or engagement with ISJ Development, you confirm that you are acting for purposes relating to your trade, business, craft, or profession and not as a consumer.
2. DEFINITIONS
2.1 “Contract” means the agreement formed between ISJ Development and the Client upon the Client’s acceptance of these Terms and our acceptance of an order.
2.2 “Services” means any digital marketing, website design, printing, web traffic generation, or other products or services provided or sold by ISJ Development.
2.3 “Gift Cards” means prepaid cards or digital codes that can be redeemed for Services on our website.
2.4 “Vouchers” means any promotional vouchers provided as free gifts with the purchase of Services.
2.5 “Content” means any information, data, text, software, images, or other materials provided by the Client for use in connection with the Services.
3. BUSINESS-TO-BUSINESS TRANSACTIONS
3.1 All transactions under these Terms are strictly business-to-business. The Client expressly acknowledges and agrees that consumer protection legislation, including but not limited to the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, do not apply to any transaction covered by these Terms.
3.2 The Client expressly waives all rights and remedies that would otherwise be available to it under consumer protection legislation to the fullest extent permitted by law.
4. FORMATION OF CONTRACT
4.1 No Contract shall come into existence until ISJ Development issues a written confirmation of an order or begins providing the Services, whichever is earlier.
4.2 Any quotation given by ISJ Development shall not constitute an offer and is valid for a period of 30 days from its date of issue unless otherwise specified.
4.3 The Client is responsible for ensuring that the terms of any order are complete and accurate.
5. SERVICES
5.1 ISJ Development will provide the Services with reasonable skill and care in accordance with the specifications set out on the relevant product page on our website.
5.2 The Company reserves the right to modify any aspect of the Services at any time without prior notice.
5.3 Time shall not be of the essence in the provision of the Services. Any timeframes provided for delivery are estimates only and ISJ Development shall not be liable for any delay.
5.4 The Client acknowledges that they have read all information on the product page for any Service purchased and understands all requirements, rights, and obligations associated with that Service.
6. CLIENT RESPONSIBILITIES
6.1 The Client shall:
(a) Provide all necessary Content, information, and cooperation required for ISJ Development to provide the Services;
(b) Ensure that all Content is accurate, complete, and does not infringe any third-party rights;
(c) Provide content for websites, URLs for traffic generation, and any other inputs as required for specific Services;
(d) Meet all deadlines communicated by ISJ Development for the provision of such inputs;
(e) Comply with all applicable laws and regulations.
6.2 If the Client fails to fulfill these responsibilities, ISJ Development may, at its sole discretion:
(a) Delay or suspend provision of the Services without liability;
(b) Charge additional fees for any resulting additional work; or
(c) Consider the Services completed despite the Client’s failure to provide inputs.
6.3 No refund will be given in cases where the Client fails to provide required inputs or fails to provide them correctly.
7. PAYMENT TERMS
7.1 All payments must be made in full at the time of ordering unless otherwise agreed in writing.
7.2 All prices are exclusive of VAT, which shall be charged at the prevailing rate where applicable.
7.3 Payment shall be made by the methods specified on our website.
7.4 Without prejudice to any other right or remedy, if payment is not received when due, ISJ Development reserves the right to:
(a) Charge interest on the overdue amount at 8% per annum above the Bank of England base rate;
(b) Suspend the provision of Services until payment is made in full; and/or
(c) Terminate the Contract.
8. NO REFUND POLICY
8.1 All sales are final, and no refunds will be issued under any circumstances except as expressly provided in clause 8.2.
8.2 In cases where ISJ Development refuses to provide a Service for any reason, including but not limited to inability to deliver the Service in a timely manner or lack of stock, a refund may be issued to the original payment method. Such refund shall be the Client’s sole and exclusive remedy.
8.3 The Client expressly waives any right to claim additional compensation, damages, or other remedies beyond the refund described in clause 8.2.
9. GIFT CARDS
9.1 Gift Cards are non-refundable and cannot be exchanged for cash.
9.2 Gift Cards are valid for a period of 12 months from the date of purchase unless otherwise specified.
9.3 ISJ Development is not responsible for lost, stolen, or damaged Gift Cards.
9.4 Gift Cards can only be redeemed for Services available on our website at the time of redemption.
10. FREE GIFTS AND VOUCHERS
10.1 ISJ Development may, at its sole discretion, provide free gifts such as vouchers with the purchase of certain Services.
10.2 If a specific voucher is out of stock, ISJ Development reserves the right to substitute it with a different voucher of equivalent face value.
10.3 ISJ Development makes no guarantees regarding:
(a) The specific brand of any voucher;
(b) The store or business where a voucher can be redeemed; or
(c) The validity, redemption process, or other terms of any voucher.
10.4 The Client expressly indemnifies and holds ISJ Development harmless from any and all liability relating to vouchers provided as free gifts, including but not limited to issues with redemption, expiration, or validity.
10.5 No refunds will be provided under any circumstances related to free gifts or vouchers.
11. RIGHT TO REFUSE SERVICE
11.1 ISJ Development reserves the absolute right to refuse service to any Client for any reason whatsoever, including but not limited to:
(a) Inability to deliver the Service in a timely manner;
(b) Lack of stock or resources;
(c) Concerns about the Client’s ability to fulfill its responsibilities;
(d) Suspicion of fraudulent activity; or
(e) Any other reason at ISJ Development’s sole discretion.
11.2 In cases where service is refused, the Client’s sole remedy shall be a refund of the amount paid for the specific Service that was refused. No additional compensation will be provided.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 All intellectual property rights in or arising out of the Services (other than intellectual property rights in Content provided by the Client) shall be owned by ISJ Development.
12.2 ISJ Development grants to the Client a non-exclusive, non-transferable license to use the deliverables resulting from the Services for the Client’s legitimate business purposes.
12.3 The Client grants ISJ Development a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client’s Content solely for the purpose of providing the Services.
12.4 The Client warrants that it has all necessary rights and permissions to provide the Content to ISJ Development and that use of such Content will not infringe the rights of any third party.
13. CONFIDENTIALITY
13.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party except as permitted by clause 13.2.
13.2 Each party may disclose the other party’s confidential information:
(a) To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract; and
(b) As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14. LIMITATION OF LIABILITY
14.1 Nothing in these Terms shall limit or exclude ISJ Development’s liability for:
(a) Death or personal injury caused by its negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) Any other liability which cannot be limited or excluded by applicable law.
14.2 Subject to clause 14.1, ISJ Development shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) Loss of profit;
(b) Loss of business or business opportunity;
(c) Loss of goodwill;
(d) Loss of anticipated savings;
(e) Loss or corruption of data or information; or
(f) Any indirect or consequential loss arising under or in connection with the Contract.
14.3 Subject to clauses 14.1 and 14.2, ISJ Development’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total amount paid by the Client for the specific Service giving rise to the liability.
15. INDEMNIFICATION
15.1 The Client shall indemnify, defend, and hold harmless ISJ Development, its directors, employees, and agents from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) The Client’s breach of these Terms;
(b) The Client’s Content;
(c) The Client’s use of the Services; or
(d) Any claim that the Client’s Content infringes the intellectual property rights or other rights of a third party.
16. FORCE MAJEURE
16.1 ISJ Development shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, or sonic boom, any law or any action taken by a government or public authority, collapse of buildings, fire, explosion or accident, or interruption or failure of utility service.
17. ASSIGNMENT AND SUBCONTRACTING
17.1 ISJ Development may at any time assign, transfer, mortgage, charge, subcontract, delegate, or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Client.
17.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of ISJ Development.
18. NOTICES
18.1 Any notice given by the Client to ISJ Development under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at ISJ Development’s principal place of business.
18.2 Any notice given by ISJ Development to the Client under or in connection with the Contract may be delivered by:
(a) Email to the Client’s designated email address as provided during registration or ordering; or
(b) Hand or pre-paid first-class post or other next working day delivery service at the Client’s registered office or principal place of business.
18.3 Any notice shall be deemed to have been received:
(a) If delivered by hand, at the time the notice is left at the proper address;
(b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) If sent by email by ISJ Development, 24 hours after transmission.
18.4 This clause does not apply to the service of any proceedings or other documents in any legal action.
19. GENERAL
19.1 Severability: If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
19.2 Waiver: No failure or delay by ISJ Development to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.3 No partnership or agency: Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party.
19.4 Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
19.5 Third party rights: Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.6 Variation: ISJ Development reserves the right to modify, amend or update these Terms at any time at its sole discretion. Any such changes will be effective immediately upon posting on our website or by direct notification to the Client. The Client’s continued use of the Services after such notification constitutes acceptance of the modified Terms. The Client shall not have the right to vary, modify or amend these Terms without the express written consent of ISJ Development.
20. GOVERNING LAW AND JURISDICTION
20.1 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
Last updated: 10/03/2025