Article 1Purpose and scope
These general terms of service (the “Terms of Service”) apply to all services provided by ISOCOD LTD (“ISOCOD”) to its clients (the “Client”), including: consulting, audits, studies and scoping, UX/UI design, development of bespoke web and mobile applications, integration of artificial intelligence solutions, design of agents and automations, maintenance, support and training (the “Services”).
The contract between the parties (the “Contract”) consists of the following documents, in descending order of precedence: (i) the accepted commercial proposal or quotation and any special conditions thereto, (ii) its schedules (specifications, data processing agreement, service levels), and (iii) these Terms of Service.
These Terms of Service prevail over the Client’s general terms of purchase, unless ISOCOD expressly agrees otherwise in writing.
The Services are intended for business customers. Where the Client acts as a consumer, the mandatory provisions of consumer law applicable to it shall apply in addition and shall prevail over any provision to the contrary.
Article 2Definitions
In the Contract, the following terms have the meanings set out below:
- “Deliverables”: the items produced and delivered to the Client in the course of the Services (documents, mock-ups, prototypes, source code, applications, configurations, prompt templates, data pipelines);
- “Specific Developments”: the Deliverables created specifically for the Client and identified as such in the Contract;
- “Pre-existing Elements”: ISOCOD’s tools, libraries, components, methods, models and know-how developed independently of the Contract;
- “Third-party Components”: software, open source libraries, APIs, cloud services and AI models supplied by third parties;
- “AI Solution”: any Deliverable incorporating one or more artificial intelligence models;
- “Generated Outputs”: the content, responses, classifications or predictions produced by an AI Solution;
- “Acceptance”: the procedure for verifying that a Deliverable conforms to the approved specifications;
- “Business Day”: Monday to Friday, excluding public holidays in England.
Article 3Formation of the Contract
Unless otherwise stated, ISOCOD’s commercial proposals and quotations are valid for thirty (30) days from their date of issue.
The Contract is formed upon ISOCOD’s receipt of the proposal or quotation accepted by the Client (by handwritten or electronic signature, or by express acceptance by e-mail) and, where applicable, of the down payment.
Any change to the scope, timescales or price shall be the subject of a change request accepted in writing by both parties.
Article 4Performance arrangements
The Services are performed under one of the following arrangements, as specified in the proposal:
- fixed price: for a defined scope, price and schedule;
- time and materials: invoiced on the basis of time spent, at a daily rate;
- subscription: for maintenance, support or the provision of a dedicated team.
ISOCOD favours an iterative approach (short cycles, regular demonstrations, a shared prioritised backlog). Within this framework, the content of each iteration may be adjusted by mutual agreement within the agreed budget; any request exceeding the initial scope shall be subject to an additional estimate.
Article 5ISOCOD’s obligations
ISOCOD undertakes to perform the Services with due care, in accordance with best practice and professional standards, assigning staff with the requisite skills.
ISOCOD is subject to an obligation of means (best endeavours). It shall inform and advise the Client and alert it to any risks, constraints or difficulties it identifies in the course of its engagement.
Article 6Client’s obligations
The success of the Services requires the active cooperation of the Client, which undertakes in particular to:
- appoint a contact person with decision-making and approval authority;
- provide in good time the information, content, data and access required (environments, APIs, accounts, documentation);
- approve interim deliverables and respond to requests within the agreed timescales;
- hold the necessary rights to the materials it supplies (texts, images, trade marks, data) and indemnify ISOCOD against any third-party claim in this respect;
- hold and maintain licences for the software and services it operates.
Any delay or failure by the Client in performing its obligations shall postpone the schedule accordingly and may give rise to additional invoicing for waiting time or rework.
Article 7Timescales
Timescales are indicative only, unless expressly designated as binding in the Contract. They are based on the information available and the cooperation expected from the Client.
Failure to meet a timescale shall not entitle the Client to cancel the order, withhold payments or apply penalties, unless otherwise provided in the Contract.
Article 8Delivery and Acceptance
Upon each delivery, the Client has ten (10) Business Days to carry out Acceptance and to notify ISOCOD in writing of any anomalies found, in a precise and reproducible manner. Anomalies are classified as blocking (preventing the use of an essential function), major (significantly impairing a function) or minor (without significant impact).
ISOCOD shall correct blocking and major anomalies within a reasonable time and then submit a new version for Acceptance. Minor anomalies shall not prevent Acceptance and shall be corrected according to an agreed schedule.
If no reservations are notified within the prescribed period, or as soon as the Client puts the Deliverable into production or operation, Acceptance shall be deemed to have been given without reservation.
Article 9Prices
Prices are stated exclusive of taxes, in euros or in the currency stated in the proposal; VAT and other applicable taxes are invoiced in addition at the prevailing rate, where applicable subject to the reverse charge mechanism applicable to cross-border services.
Unless otherwise stated, the following are not included in the price and are recharged on presentation of supporting documents or as set out in the proposal: travel expenses, licences and subscriptions for Third-party Components, hosting, app store publication fees and AI service consumption costs (tokens, requests, storage).
Subscription prices may be revised once a year, subject to sixty (60) days’ prior written notice.
Article 10Invoicing and payment
Unless special conditions provide otherwise: (i) for fixed-price Services, a down payment of thirty per cent (30%) is invoiced upon order, with the balance invoiced according to the agreed payment schedule; (ii) for time-and-materials Services, invoices are issued monthly in arrears; (iii) subscriptions are invoiced in advance.
Invoices are payable by bank transfer within thirty (30) days of their date of issue, with no discount for early payment.
Any late payment shall automatically give rise, without prior formal notice, to statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, at eight (8) percentage points above the Bank of England base rate, together with the fixed sum for recovery costs provided for by that Act, without prejudice to further compensation for reasonable recovery costs.
If a formal notice remains unheeded for fifteen (15) days, ISOCOD may suspend performance of the Services until payment is made in full, and such suspension shall not constitute a breach on its part.
Any dispute regarding an invoice must be raised in writing, stating reasons, within fifteen (15) days of its receipt; the undisputed portion remains payable.
Article 11Intellectual property
Specific Developments. Subject to payment of the price in full, ISOCOD assigns to the Client, on an exclusive basis, the economic copyright in the Specific Developments — the rights of reproduction, representation, adaptation, modification, translation, distribution and exploitation, on any medium — worldwide and for the entire legal term of protection. Until payment in full, the Client has a mere non-exclusive right of use, limited to the purposes of Acceptance.
Pre-existing Elements. ISOCOD retains full ownership of its Pre-existing Elements. Where they are incorporated into the Deliverables, ISOCOD grants the Client a non-exclusive, worldwide, perpetual licence, included in the price, to use, modify and maintain the Deliverables. This licence does not permit the separate exploitation of the Pre-existing Elements.
Third-party Components. Third-party Components, including open source components, remain subject to their respective licences, which the Client undertakes to comply with. ISOCOD informs the Client of the main licences used and ensures that they are compatible with the intended use.
Source code. The source code of the Specific Developments shall be delivered to the Client, or deposited in the code repository designated by it, no later than upon payment of the price in full.
ISOCOD remains free to reuse the general knowledge, methods and know-how acquired in the course of the Services, without using the Client’s confidential information.
Article 12Specific provisions relating to artificial intelligence
Third-party models and providers. AI Solutions rely on models supplied by third parties (for example Anthropic, OpenAI, Google or Mistral AI) or on open source models, selected in agreement with the Client. Their use is subject to the terms of those providers. ISOCOD shall not be liable for their unavailability, changes, pricing changes or the discontinuation of a model; any resulting adaptation of an AI Solution may be the subject of a quotation.
Nature of Generated Outputs. AI systems rely on probabilistic methods: Generated Outputs may contain errors, inaccuracies, omissions or biases. ISOCOD implements reasonable measures (test sets, evaluation, guardrails, traceability), but does not warrant the accuracy, completeness or fitness for a particular purpose of Generated Outputs.
Human oversight. The Client remains solely responsible for its use of Generated Outputs and for decisions taken on the basis thereof. It undertakes to provide for appropriate human oversight, in particular for any decision likely to produce legal effects or to significantly affect individuals.
Regulatory compliance. As deployer, the Client remains responsible for classifying its use cases under Regulation (EU) 2024/1689 (AI Act) and other applicable regulations. ISOCOD shall assist the Client with this analysis upon request. ISOCOD refuses to design any system falling within the practices prohibited by that Regulation.
Data. The Client’s data is used solely for the performance of the Contract. Wherever possible, ISOCOD favours configurations in which model providers do not use the data transmitted to train their models, as well as a hosting region agreed with the Client.
Usage costs. AI service consumption costs shall be borne by the Client, either directly through its own accounts or by way of recharge as set out in the proposal.
Rights in Generated Outputs. To the extent permitted by law and by the providers’ terms, any rights in the Generated Outputs produced for the Client shall vest in the Client. ISOCOD does not warrant that such Generated Outputs are capable of protection by an intellectual property right, nor that they are free from similarities with third-party content.
Article 13Confidentiality
Each party undertakes to keep strictly confidential all information of any kind disclosed by the other party under the Contract, to use it solely for the performance of the Contract and to disclose it only to persons who need to know it and are bound by an equivalent obligation.
This obligation does not apply to information that has entered the public domain through no fault of the receiving party, was already known to it, was lawfully received from a third party, or whose disclosure is required by law or by an authority. It shall remain in force throughout the term of the Contract and for five (5) years after its expiry or termination.
Article 14Personal data protection
Each party undertakes to comply with the applicable personal data protection legislation, in particular the UK GDPR, the Data Protection Act 2018 and, where applicable, Regulation (EU) 2016/679 (EU GDPR).
Where, in the course of the Services, ISOCOD processes personal data on behalf of the Client, it acts as a processor within the meaning of Article 28 of the UK GDPR and, where applicable, the EU GDPR. The parties shall then enter into a data processing agreement specifying, in particular, the subject matter and duration of the processing, the Client’s instructions, the security measures, the engagement of sub-processors, the safeguarding of any transfers outside the United Kingdom or the European Economic Area by appropriate safeguards, the assistance provided to the Client and the fate of the data at the end of the Contract.
The data of the Client’s contact persons is processed by ISOCOD for the purpose of managing the business relationship, in accordance with its privacy policy.
Article 15Warranty
ISOCOD warrants that the Specific Developments conform to the approved specifications for a period of three (3) months from Acceptance. During this period, ISOCOD shall correct free of charge any reproducible anomalies reported to it that result from a failure to meet those specifications.
The warranty does not cover anomalies resulting from:
- any modification of the Deliverables by the Client or a third party;
- any use not in accordance with the documentation or the intended purpose;
- any execution environment not approved by ISOCOD;
- any change, failure or discontinuation of a Third-party Component (API, operating system, browser, app store, AI model) occurring after delivery.
After the warranty period, any work is carried out under a maintenance contract or invoiced at the prevailing rates.
Article 16Maintenance and support
Where subscribed to, maintenance services may include corrective maintenance, preventive maintenance (security and dependency updates) and evolutionary maintenance, according to the scope and service levels defined in the proposal.
Unless otherwise agreed, maintenance contracts are entered into for an initial term of twelve (12) months, tacitly renewable for successive periods of twelve (12) months, unless terminated by either party giving two (2) months’ notice prior to the renewal date.
Article 17Hosting and third-party services
Where ISOCOD sets up hosting, cloud services or accounts with third-party providers on the Client’s behalf, these are subject to the terms of those providers. ISOCOD recommends that such accounts be opened in the Client’s name, so that the Client retains control over them. ISOCOD’s liability is limited to the configuration it has carried out.
Article 18Liability
ISOCOD may be held liable only in the event of proven fault, and its liability is limited to direct and foreseeable loss or damage suffered by the Client. Indirect loss or damage, such as loss of turnover, profits, customers or data, or damage to reputation, is excluded.
For all causes combined, ISOCOD’s total liability under the Contract is limited to the amount, exclusive of taxes, actually paid by the Client under the order concerned during the twelve (12) months preceding the event giving rise to the claim.
These limitations do not apply in the event of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or in any other case where the applicable law prohibits the exclusion or limitation of liability.
The Client is responsible for regularly backing up its data and systems. To the extent permitted by law, any liability claim must be brought within one (1) year of becoming aware of the event giving rise to the claim.
Article 19Force majeure
Neither party shall be liable for any failure to perform its obligations resulting from an event of force majeure, namely an event beyond its control which could not reasonably have been foreseen at the time the Contract was entered into and whose effects cannot be avoided by appropriate measures. The affected obligations are suspended for the duration of the event.
If the event continues beyond sixty (60) days, either party may terminate the Contract in writing, without compensation, the Services already performed remaining payable.
Article 20Subcontracting
ISOCOD may entrust all or part of the Services to qualified subcontractors, for whom it remains responsible. For the processing of personal data, sub-processors are engaged in accordance with the data processing agreement.
Article 21Non-solicitation
For the term of the Contract and for twelve (12) months after its expiry or termination, the Client shall not, directly or indirectly, solicit or engage any member of ISOCOD’s staff who has been involved in the Services, without ISOCOD’s prior written consent. In the event of breach, the Client shall pay ISOCOD fixed compensation equal to twelve (12) months of the last gross remuneration of the staff member concerned.
Article 22References
Unless the Client objects in writing, ISOCOD may mention the Client’s name and logo as a commercial reference and briefly describe the nature of the Services, excluding any confidential information.
Article 23Term, termination and reversibility
The Contract takes effect upon its formation and continues until completion of the Services or until the agreed end date.
In the event of a serious breach by either party of its obligations which is not remedied within thirty (30) days of receipt of a formal notice, the other party may terminate the Contract automatically by written notice, without prejudice to any damages.
In the event of early termination by the Client other than for breach by ISOCOD, the Client shall pay for the Services performed, any non-cancellable costs incurred and, for fixed-price Services, compensation equal to twenty per cent (20%) of the amount remaining to be invoiced.
Whatever the cause, upon termination of the Contract the paid-for Deliverables, including the corresponding source code, shall be handed over to the Client. At the Client’s request, ISOCOD may assist with the transfer to another provider or to the Client’s in-house teams; such assistance is invoiced at the prevailing rates.
Article 24Communications and evidence
The parties acknowledge the evidential value of electronic communications (e-mails, shared project management tools) and of electronic signatures. Formal notifications (formal notice, termination) shall be sent by registered post with proof of delivery or by any electronic means capable of establishing the date of receipt.
Article 25General provisions
The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement. If any of its provisions is declared void or unenforceable, the remaining provisions shall continue in full force and effect.
A party’s failure to enforce a breach shall not constitute a waiver of its right to do so subsequently. The parties are independent contractors; neither party may bind the other.
Neither party may assign the Contract without the prior written consent of the other, except in the event of a merger, demerger or partial transfer of assets.
A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
ISOCOD may amend these Terms of Service. The applicable terms are those in force on the date of formation of the Contract.
Article 26Language
These terms and conditions are drafted in French and translated into English, Spanish and Portuguese. In the event of any discrepancy in interpretation between the versions, the French version shall prevail.
Article 27Governing law and dispute resolution
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by English law (the laws of England and Wales).
In the event of a dispute, the parties shall endeavour to resolve it amicably within thirty (30) days of its written notification; they may have recourse to mediation for this purpose.
Failing agreement, the courts of England and Wales shall have exclusive jurisdiction over any dispute relating to the formation, performance or interpretation of the Contract, subject to any applicable mandatory rules of jurisdiction, in particular those protecting consumers.