Terms & Conditions

These Terms and Conditions (“Terms”) govern your use of the idea2delivery.com website and any software development, engineering and related services (“Services”) provided by Idea2Delivery (“Idea2Delivery”, “we”, “us” or “our”) to you or the organisation you represent (“Client”, “you”).

By accessing the website, submitting an inquiry, or signing a proposal, order form or statement of work (“SOW”) that references these Terms, you agree to be bound by them. If you accept these Terms on behalf of a company or other legal entity, you confirm that you have authority to bind that entity.

If a signed master services agreement or SOW conflicts with these Terms, the signed document prevails to the extent of the conflict.

• “Deliverables” means the software, code, designs, documentation and other work product that we create specifically for you under an SOW.
• “SOW” means a written proposal, order form, estimate or statement of work describing the scope, timeline, fees and acceptance criteria for a project.
• “Pre-Existing Materials” means tools, libraries, frameworks, templates, know-how and other materials that we own or license independently of your project, including improvements to them.
• “Third-Party Materials” means open-source software, commercial software, APIs, platforms, hosting, plugins, fonts, images and other materials owned by someone other than us or you.
• “Client Materials” means content, data, brand assets, credentials and other materials you provide to us.
• “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.

We provide software development and delivery services, which may include:

• Web applications and websites, using modern frameworks and content-driven platforms
• Mobile applications for iOS and Android, native and cross-platform
• Backend systems and APIs
• CMS implementation and customisation (for example WordPress, Shopify, HubSpot and Webflow)
• CRM setup, customisation and integration (for example HubSpot, Salesforce, Zoho, Pipedrive and GoHighLevel)
• Data integration and data migration
• AI-assisted engineering, quality engineering, testing and reliability work
• Infrastructure, hosting and deployment support

The scope, deliverables, milestones, assumptions and acceptance criteria for each project are set out in the applicable SOW. Anything not described in the SOW is outside its scope.

• Proposals and estimates remain valid for 30 days unless they state otherwise.
• Estimates are based on the information available when they are prepared. Timelines depend on you providing input, access and feedback on time.
• Changes to scope, features, designs or priorities after an SOW is agreed must be requested in writing. We will tell you how a change affects fees and timeline, and we are not obliged to begin changed or out-of-scope work until you approve it in writing.

To deliver on time and to a high standard, we rely on you to:

• Provide accurate and complete requirements, information and Client Materials on time
• Appoint a decision-maker who can approve work on your behalf
• Give feedback and approvals promptly, within five business days unless agreed otherwise
• Provide access to systems, accounts, environments and third-party platforms that we need
• Make sure you have the rights to all Client Materials and that they do not infringe third-party rights or break the law
• Maintain your own accounts, licences and credentials for third-party platforms
• Back up your systems and data before we begin work

Delays caused by missing inputs, access or approvals may move the schedule and affect fees.

• Fees are set out in the SOW and may be fixed-price, milestone-based, or time-and-materials.
• Unless the SOW says otherwise, a deposit is due before work begins, milestone fees are invoiced on completion of each milestone, and time-and-materials work is invoiced monthly.
• Invoices are payable within 14 days of the invoice date, in the currency stated on the invoice.
• Fees exclude applicable taxes (such as VAT, GST, sales or withholding taxes) and third-party costs, including licences, hosting, domains, API usage, app-store fees and payment-gateway fees. You are responsible for these. Pre-approved expenses are reimbursed at cost.
• Late payments accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend work and withhold delivery until overdue amounts are paid.
• Fees for work already performed are non-refundable. Deposits are non-refundable once work has begun, except where the SOW or applicable law provides otherwise.

• We will submit Deliverables for your review. You have five business days to test them and either accept them or give a written, specific description of how they fail to conform to the SOW.
• We will correct material non-conformities within a reasonable time and resubmit for review.
• Deliverables are deemed accepted if you do not respond within the review period or if you use them in production.
• New features, redesigns or changes requested after acceptance are treated as change requests.

• Subject to full payment of all fees due, we assign to you ownership of the intellectual property rights in the Deliverables, excluding Pre-Existing Materials and Third-Party Materials.
• We retain ownership of Pre-Existing Materials. We grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of the Deliverables.
• Third-Party Materials remain subject to their own licences. You are responsible for complying with them, including any obligations that open-source licences impose.
• Client Materials remain yours. You grant us a licence to use them solely to perform the Services.
• Until full payment is received, you may use Deliverables only for evaluation and testing.
• We will not name you publicly or share non-public details of your project without your written permission. We may describe our work in anonymised form.
• We may use any feedback you give us about our Services without obligation to you.

• Each party will keep the other’s Confidential Information confidential, use it only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to employees, contractors and advisers who need it and are bound by equivalent obligations.
• These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to or independently developed by the recipient, or was lawfully received from a third party. A party may disclose Confidential Information where required by law, giving prior notice where lawful.
• We will sign a separate NDA on request. We anonymise project information when it is presented publicly.
• Confidentiality obligations continue for three years after the relationship ends, and for as long as trade secrets and personal data remain protected.

• We use AI tools to speed up implementation, debugging, analysis and test coverage. Architectural, security and release decisions are made by qualified people, and AI-generated output is reviewed before it is delivered.
• We do not put your confidential source code, credentials or personal data into AI tools that train on user inputs. Where AI tools process project material, we use business-grade tools or settings that do not train on inputs, or we obtain your consent first.
• You acknowledge that AI-generated output may resemble output produced for others and that some elements may not be eligible for copyright protection. We remain responsible for the Deliverables as set out in these Terms.
• If you have restrictions on the use of AI tools, tell us in writing before the project starts and we will comply where feasible.

• Projects often depend on third-party services such as cloud hosting, payment gateways, messaging APIs (for example the WhatsApp Cloud API), CRM and CMS platforms, app stores and email delivery providers.
• These services are governed by their own terms, pricing and availability. Changes, outages, rate limits or policy changes made by third parties are outside our control.
• Unless the SOW says otherwise, you hold the accounts for these services and pay their fees directly. We are not liable for third-party failures, but we will use reasonable efforts to help you work around them.
• We cannot guarantee that an app or integration will be approved by an app store or platform.

• Where we set up or manage hosting and environments, we apply reasonable, industry-standard practices, including access control, encryption in transit, separation of environments and least-privilege access.
• No system is completely secure. We do not guarantee absolute security or uninterrupted availability.
• Unless a support or retainer agreement says otherwise, you are responsible after handover for security updates, monitoring, backups, access management and regulatory compliance.
• You must protect your credentials and tell us promptly about any suspected security incident.
• Unless the SOW expressly says so, we do not certify compliance with specific regulations or standards (for example PCI DSS, HIPAA or SOC 2). We will build to the requirements you specify in writing.

• You are responsible for the accuracy and completeness of source data, for having the right to move it, and for taking a complete backup before migration begins.
• We validate migrations according to the agreed plan, for example through sample checks and reconciliation. We cannot guarantee that errors or inconsistencies in source data, or limitations of the source or target platform, will not affect the result.
• Cut-over windows, expected downtime and rollback steps are agreed in writing before migration starts.

• We warrant that the Services will be performed with reasonable skill and care by competent personnel, and that the Deliverables will materially conform to the SOW for 30 days after acceptance (the “Warranty Period”). During the Warranty Period we will correct reproducible defects at no extra charge. This is your sole remedy for breach of this warranty.
• The warranty does not cover problems caused by modifications made by others, changes to third-party platforms, misuse, environments we did not provide, changed requirements or Client Materials.
• Except as expressly stated, the Services and Deliverables are provided “as is”. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. We do not guarantee particular business results such as revenue, search rankings, conversions or user numbers.

• To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, even if advised of the possibility.
• Our total aggregate liability arising out of or relating to an SOW or the Services is limited to the fees you paid under that SOW in the 12 months before the claim arose.
• Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence, or your obligation to pay fees.

• You will defend and indemnify us against third-party claims arising from Client Materials, from your use of the Deliverables in breach of law or these Terms, or from instructions you gave that required us to infringe third-party rights.
• We will defend you against third-party claims that the Deliverables, as delivered by us, infringe that third party’s intellectual property rights, provided you notify us promptly, let us control the defence and cooperate with us. This does not apply to claims arising from Client Materials, Third-Party Materials, modifications by others or combinations with other materials.
• The indemnifying party pays damages and costs finally awarded, or agreed in settlement.

• Unless a support or maintenance plan is agreed in writing, our responsibilities end at acceptance, subject to the Warranty Period.
• Ongoing support, monitoring, hosting management, updates and further feature development are provided under a separate retainer or SOW.

• These Terms apply from your first engagement with us until all SOWs are complete or terminated.
• Either party may end an SOW for convenience with 14 days’ written notice, or for a material breach that is not remedied within 10 days of written notice. We may suspend work for non-payment.
• On termination you pay for all work performed and costs committed up to the termination date, including non-cancellable third-party costs. We will deliver the work completed and paid for to that date.
• On request, each party will return or delete the other’s Confidential Information, subject to legal retention requirements.
• Provisions that by their nature should continue, including intellectual property, confidentiality, fees, warranty disclaimers, liability, indemnities and governing law, survive termination.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government action, labour disputes, power or internet failures and third-party platform outages, provided it promptly notifies the other and makes reasonable efforts to resume. Obligations to pay for work already performed are not excused.

The content of this website belongs to us or our licensors and is protected by intellectual property laws. You may view it and share links to it for lawful purposes.

• Do not misuse the website or attempt to gain unauthorised access to it
• Do not scrape it, overload it or introduce malicious code
• Do not use it in any way that breaks the law

Information on the website is general and is not a binding offer. Case studies are anonymised summaries. The website may link to third-party sites that we do not control. It is provided “as is”, and we may change or discontinue it at any time.

During an engagement and for 12 months afterwards, neither party will directly solicit for employment any personnel of the other who were involved in the engagement. General job postings that are not targeted at those personnel are not a breach.

• These Terms and any dispute arising from them are governed by the laws of the jurisdiction in which Idea2Delivery is established, without regard to conflict-of-law rules.
• The parties will first try to resolve any dispute in good faith through written notice and discussion for 30 days. If it is not resolved, it will be submitted to the competent courts of that jurisdiction, unless the SOW provides for arbitration.
• Either party may seek urgent injunctive relief to protect intellectual property or Confidential Information.

• Entire agreement. These Terms and the applicable SOW are the entire agreement between us and replace earlier discussions and proposals.
• Independent parties. We are independent contractors. Nothing creates a partnership, joint venture or agency.
• Assignment. Neither party may assign these Terms without the other’s consent, except in a merger or sale of substantially all of its assets.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it.
• Notices. Notices must be in writing and sent to the email address in the SOW or to hello@idea2delivery.com. Electronic signatures are valid.
• Changes. We may update these Terms. Updates apply to the website from the date they are posted and to new engagements. Existing SOWs continue under the Terms in force when they were signed unless we agree otherwise.

Questions about these Terms? Email us at hello@idea2delivery.com.