Terms & Conditions

011. Acceptance of Terms

1.1. By accessing and using https://idleshark.com/

(the "Website"), you agree to be legally bound by these Website Terms of Use. If you do not accept these terms, you must cease using the Website immediately.

1.2. Idle Shark Limited reserves the right to amend these terms at any time without prior individual notice. Continued use of the Website following any posted updates constitutes acceptance of the modified terms.

022. Ownership & Intellectual Property

2.1. All material, design layouts, graphics, text, source code, software, interactive prototypes, visual brand assets, and content on this Website are the exclusive intellectual property of Idle Shark Limited or its licensors, protected under the Copyright, Designs and Patents Act 1988 and international intellectual property laws.

2.2. You are granted a limited, revocable, non-exclusive, non-transferable license to view and browse the Website solely for personal and non-commercial evaluation purposes. You must not extract, scrape, frame, reproduce, modify, distribute, or reverse-engineer any part of this Website without prior written authorization from Idle Shark Limited.

033. Acceptable Use Policy

3.1. You warrant and undertake that you will not use the Website:

• In any manner that breaches applicable local, UK, or international laws or regulations.
• To transmit, upload, or introduce technologically harmful data, malware, viruses, trojans, worms, or logic bombs.
• To gain or attempt to gain unauthorized access to our servers, infrastructure, databases, network hardware, or admin controls.
• To conduct automated data extraction, web scraping, or data mining without explicit written consent.

044. Disclaimers & Uptime

4.1. The Website is delivered on an "as-is" and "as-available" basis without representations, conditions, or warranties of any kind, whether express or implied.

4.2. Idle Shark Limited does not warrant that access to the Website will be uninterrupted, error-free, secure, or completely free of server vulnerabilities.

05PART B: STATEMENT OF WORK & SCOPE OF SERVICES POLICY

061. Formulating & Issuing Statements of Work (SOW)

1.1. All digital agency services executed by Idle Shark Limited for commercial clients ("Client") are governed by individual Statements of Work ("SOW"), Proposals, or Retainer Schedules executed in writing between the parties.

1.2. Each SOW shall explicitly define:

• The core service discipline(s) and operational scope.
• Itemized project deliverables, milestones, and target delivery dates.
• Total project fee, invoice schedules, and deposit requirements.
• Client technical prerequisites and required asset inputs. 1.3. In the event of any conflict between this Terms & Conditions document and an individual SOW, the specific terms of the applicable SOW shall take precedence for that specific project engagement.

072. Scope Governance by Core Discipline

2.1 UX/UI Design & Branding Scope

• Milestone Sign-Off: Visual designs, wireframes, style guides, and brand systems require formal written sign-off from the Client at each defined milestone before engineering phase commencement.
• Asset Release: Vector design assets, editable source files (e.g., Figma files), and style guidelines are released to the Client only upon settlement of all corresponding SOW invoices.

2.2 High-Performance Product Development Scope

• Acceptance Testing Period: Upon deployment of web or software builds to a designated staging environment, the Client shall have 10 business days ("Acceptance Period") to test functionality against the SOW specification.
• Scope Creep & Change Control: Functional requests, feature additions, or visual alterations requested outside the approved SOW specification will require a formal Change Order and will be billed at our standard developer rate.
• Third-Party Dependencies: Idle Shark Limited is not liable for performance issues, breaking updates, security breaches, or deprecations caused by third-party plugins, APIs, frameworks, or open-source libraries post-launch.

2.3 Digital Marketing & SEO Scope

• No Statutory Guarantees: Search Engine Optimisation (SEO) and Pay-Per-Click (PPC) marketing depend on external algorithms (e.g., Google, Meta). Idle Shark Limited applies industry-standard practices but does not guarantee specific organic rankings, web traffic figures, or direct revenue conversions.
• Advertising Budgets: Media costs (ad spend paid directly to ad platforms) are the financial obligation of the Client and are separate from Idle Shark Limited's retainer fees.

2.4 Optimisation, Ongoing Maintenance & Hosting Scope

• Retainer Services: Maintenance retainers cover routine platform patches, performance monitoring, and bug fixes as defined in the SOW.
• Hosting Services: Where cloud hosting or domain administration is managed by Idle Shark Limited, we utilize third-party cloud infrastructure (e.g., AWS, Vercel, DigitalOcean). While targeting maximum uptime, Idle Shark Limited is not liable for data center outages outside our direct control.

083. Fees, Invoicing & Payment Terms

3.1. Payment Terms: Standard invoices are payable within 14 calendar days from the invoice date.

3.2. Upfront Deposits: Commencement of work is conditional upon receipt of the agreed deposit (typically 30% to 50% of the SOW total).

3.3. Late Payment Interest: Under the Late Payment of Commercial Debts (Interest) Act 1998, Idle Shark Limited reserves the statutory right to charge interest on overdue balances at 8% above the Bank of England base rate per annum, alongside statutory debt recovery fees.

3.4. Suspension of Work: If an invoice remains unpaid past 30 days, Idle Shark Limited reserves the right to suspend active development, revoke staging access, or pause hosting environments upon 7 days' written notice.

094. Intellectual Property Rights & Deliverable Transfer

4.1. Background IP: Idle Shark Limited retains sole ownership of all pre-existing tools, proprietary code libraries, frameworks, design systems, and developer boilerplates ("Background IP") used during the project.

4.2. Foreground Deliverables: Subject to full and final payment of all invoices under the SOW, Idle Shark Limited assigns to the Client all rights to custom visual artwork, unique code, branding, and bespoke assets authored for the Client.

105. Portfolio, Marketing & Case Study Rights

5.1. Promotional License: Subject to Clause 6 (Confidentiality), the Client grants Idle Shark Limited a non-exclusive, worldwide, royalty-free license to display completed deliverables, designs, and marketing results on its website, social media channels, proposals, and case studies.

5.2. Client Trademarks & Logos: The Client grants Idle Shark Limited the right to display the Client’s trade name and corporate logo on its website and portfolio to identify the Client as an active or past client.

5.3. Public Embargo: Idle Shark Limited agrees not to showcase project deliverables prior to the official public launch of the project by the Client, unless agreed otherwise in writing.

5.4. Exclusion Requests: The Client may request in writing (upon execution of the SOW) that specific confidential metrics or trade secrets be redacted or excluded from public case study display.

116. Confidentiality

6.1. Both parties agree to keep confidential all non-public technical, commercial, or operational information disclosed during the project, using such information strictly to execute obligations under the SOW.

6.2. Confidentiality duties do not apply to information that is already public, lawfully received, or required to be disclosed by law or court order.

127. Client Warranties & Indemnity

7.1. The Client warrants that all copy, graphics, trademarks, media files, and datasets provided to Idle Shark Limited are legally owned or licensed by the Client and do not infringe any third-party copyright, trademark, or privacy rights.

7.2. The Client agrees to indemnify Idle Shark Limited against any legal claims, expenses, or losses arising from client-supplied content.

138. Warranties & 30-Day Bug Warranty

8.1. Idle Shark Limited warrants that services will be delivered with reasonable skill and care in alignment with UK professional agency standards.

8.2. Bespoke software and website builds carry a 30-day bug warranty post-launch. Idle Shark Limited will resolve functional bugs that deviate from the agreed SOW specification at no additional charge during this window.

149. Limitation of Liability

9.1. To the maximum extent permitted by English law, Idle Shark Limited's aggregate total liability for any claim arising under an SOW shall be strictly capped at the total professional fees paid by the Client under that specific SOW in the 12 months preceding the claim.

9.2. Idle Shark Limited shall not be liable for indirect, special, economic, or consequential losses, including loss of revenue, profit, business, data, or reputation.

9.3. Nothing limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

1510. Termination

10.1. Termination for Convenience: Either party may terminate an ongoing retainer or SOW by serving 30 calendar days' written notice to info@idleshark.com.

10.2. Termination for Cause: Either party may terminate immediately if the other party commits an unremedied material breach within 14 days of notification or enters insolvency procedures.

10.3. Post-Termination Settlement: Upon termination, the Client shall immediately settle all completed milestones, unbilled work, and accrued billable hours performed up to the termination date.

1611. Governing Law & Jurisdiction

These Terms and Conditions, and any non-contractual disputes arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.