Last Updated: 25 September, 2025
Company: ISEDevs Innovation (“Company”, “we”, “our”)
Client: (“Client”, “you”, “your”)
By engaging our Services you accept these Terms. These Terms together with any written Proposal/Invoice
form the full Agreement.
[ 01 ] Definitions
- Agreement: These Terms together with the Proposal/Invoice.
- Deliverables: Code, website, designs, content, files, documents and related materials we produce and deliver to the Client under the Agreement.
- Services: Design, development, deployment, hosting, maintenance, support, or related work described in the Proposal.
- Project Value: The total fee shown in the Proposal/Invoice.
- Go‑Live / Delivery Notice: The Company’s written notice (including e‑mail) that Deliverables have been deployed to the agreed production URL or otherwise delivered to the Client for final review.
- Commencement of Substantive Work: The earlier of (a) the date the Company issues a written Work Commencement Notice to the Client confirming that substantive project work has begun (for example: initial design mockups, development of production‑grade code, procurement of third‑party licenses, or engagement of subcontractors); or (b) the date the Company incurs non‑recoverable third‑party costs on the Client’s behalf (for example, paid plugins, paid fonts, paid hosting).
- Revision Round: A single consolidated set of feedback on the same Deliverable submitted within a 5 business‑day period and representing a single iterative request.
- Material Defect: A functional defect that causes the Deliverable to fail to perform substantially in accordance with the agreed functional specification in the Proposal (for example: site cannot accept payments, site returns server errors, admin panel inaccessible).
[ 02 ] Scope, Change Control & Revisions
2.1 The Company will perform only the Services and deliver only the Deliverables described in the Proposal/Invoice. Any Services or Deliverables not described in the Proposal are outside the Agreement unless agreed in writing.
2.2 Change Requests: All change requests must be submitted in writing. The Company will provide a written Change Order identifying scope, cost and schedule changes. No additional work will begin until the Client provides written approval of the Change Order.
2.3 Revision Rounds: The Proposal will state the number of free revision rounds included. A Revision Round means a single consolidated set of feedback on the same Deliverable submitted within a 5 business‑day period. Multiple communications about the same Deliverable received within that 5 business‑day window shall be treated as a single Revision Round. Requests submitted after the 5 business‑day window count as a new Revision Round and will be charged if the free rounds are exhausted.
2.4 Minor vs. Material Changes: Minor cosmetic or editorial changes (for example: typo corrections, text tweaks under 5 lines) are not counted as a full Revision Round when submitted together with a consolidated request for the same Deliverable. Substantive feature additions, integrations, or new pages are material changes and require a separate Change Order and pricing.
2.5 If project feedback is repeatedly delayed such that agreed milestones cannot be met, the Company may pause work and revise the schedule; costs arising from Client delay will be dealt with in accordance with Section 4.
[ 03 ] Fees, Deposits & Payment
3.1 Pricing Models: The Company accepts fixed‑price, hourly, or mixed pricing — details are set out in each Proposal.
3.2 Deposit & Commencement of Substantive Work: A deposit is required to commence the project as stated in the Proposal. Unless otherwise stated in the Proposal, the deposit becomes non‑refundable 5 business days after the Company issues a Work Commencement Notice (as defined in Section 1). The Work Commencement Notice will be issued in writing (including e‑mail) and the Company will retain records evidencing the date/time of that notice.
3.3 Refund Calculation on Client Termination: If the Client terminates the Agreement after Commencement of Substantive Work, any refund due to the Client (if applicable) will be calculated as:
Refund = Deposit − (Work Performed Fee + Non‑recoverable Third‑Party Costs + Reasonable Administration Fee up to 10%).
- Work Performed Fee: equals the sum of (a) milestone amounts already achieved as set in the Proposal/Invoice; or, if milestones are not specified, (b) the Company’s standard hourly rates × hours reasonably incurred and documented to date.
- Non‑recoverable Third‑Party Costs: any third‑party fees paid by the Company on the Client’s behalf that cannot be refunded.
The Company will provide an itemised statement supporting any deduction(s).
3.4 Balance & Go‑Live: Remaining balance is due as specified in the Proposal/Invoice. Unless otherwise agreed in writing, final payment is due within 7 calendar days of the Company’s Go‑Live/Delivery Notice.
3.5 Discounts: Where a full‑advance payment discount is offered (for example, 5%), it will be reflected in the Proposal and apply only if the payment conditions in the Proposal are met.
3.6 Late Payment & Collections: Overdue invoices incur interest at 2% per month (compounded monthly) and a late fee of 5% if unpaid 14 days after due date. The Company may suspend access, hosting, or other services until invoices are paid. The Client is responsible for the Company’s reasonable collection costs and legal fees incurred to recover unpaid amounts.
3.7 Payment Disputes: If the Client disputes an invoice in good faith, the Client must pay the undisputed portion on time and provide written notice identifying the disputed items within 7 calendar days of receipt. Disputed items will be negotiated in good faith; disputed amounts do not excuse payment of undisputed amounts.
3.8 Right to Withhold Deliverables: The Company may withhold final Deliverables, production admin access, or repository transfers until all undisputed invoices are paid in full. If the Client contests an invoice in good faith, the Client must pay the undisputed portion on time and provide written notice identifying the disputed items within 7 calendar days. Disputed items will be escalated under the dispute resolution process; either party may request a source-code escrow arrangement (at Client expense) while disputes are resolved.
[ 04 ] Client Responsibilities & Content Deadlines
4.1 The Client must provide required content (text, images, branding assets, credentials) in the formats and by the dates set out in the Proposal.
4.2 The Client must appoint a single point of contact with authority to approve project milestones and sign off deliverables.
4.3 Delayed or Missing Content: If the Client fails to deliver required content by the agreed deadline and does not cure such failure within 5 business days after written notice from the Company, the Company may:
- Pause work and revise timelines;
- Proceed using publicly available content or placeholder copy only after sending written notice to the Client and allowing 5 business days for the Client to supply the missing content; and
- Invoice the Client for any additional content creation (copywriting, licensing of images, research) at the Company’s rates.
4.4 Quality & Acceptance of Placeholder Content: If the Company uses placeholder copy or public content due to Client delay or at the Client’s instruction, the Client accepts responsibility for accuracy, legal compliance and completeness of such content. Any rework required to replace placeholder content with Client‑provided content will be treated as an additional revision and billed if included free rounds are exhausted.
4.5 The Client warrants that it owns or has rights to all materials provided and is responsible for the accuracy and legal compliance of such materials.
[ 05 ] Delivery, Acceptance & Latent Defects
5.1 The Company will deliver the agreed Deliverables and issue a Go‑Live/Delivery Notice for review. The Company will retain records (for example deployment logs, e‑mail notices) evidencing the date/time of the Go‑Live/Delivery Notice.
5.2 Acceptance & Defect Reporting: The Client shall have 7 business days from the Go‑Live/Delivery Notice to test and report material defects in writing. If the Client does not report material defects within 7 business days, the Deliverables will be deemed accepted and final payment will become due.
5.3 Latent Defects: Latent defects (defects not reasonably discoverable during the 7 business‑day review) must be reported in writing within 30 days of Go‑Live. The Company will assess latent defects and, if caused by the Company’s workmanship or error, will remedy them at no additional charge. If remediation requires work beyond the scope of warranty (for example new features or integration changes), the Company will provide a quote.
5.4 Client Cooperation for Review: The Client must provide timely access, credentials and test accounts required for review. If the Client’s failure to provide access prevents testing within the 7 business‑day review window, acceptance will be deemed to occur 7 business days after the Company has provided two written reminders and the Client still fails to cooperate.
[ 06 ] Intellectual Property & Portfolio Rights
6.1 Ownership: The Company retains title to the Deliverables until the Client has paid all fees due under the Agreement. Upon the Company’s receipt of full payment, the Company will assign to the Client all rights in custom code, designs and content created specifically for the Client as set out in the Proposal, except for:
- Company’s pre‑existing libraries, frameworks, templates, scaffolding, developer tools, architecture, patterns, or other reusable components (“Pre‑Existing Materials”); and
- third‑party components that remain subject to their original licenses.
6.2 License for Pre‑Existing Materials: The Client receives a perpetual, non‑exclusive, worldwide license to use Pre‑Existing Materials that are embedded in the Deliverable to the extent necessary to use the Deliverable as intended. The Company retains ownership of Pre‑Existing Materials and may reuse those materials for other clients.
6.3 Third‑Party Components: Any third‑party libraries, plugins, fonts, or media remain subject to their original licenses — costs for paid third‑party items will be passed through to the Client. Where third‑party license terms prohibit delivery of source, the Company will notify the Client and provide reasonable alternatives.
6.4 Source Code & Handover: Unless otherwise stated in the Proposal or restricted by third‑party licenses, the Company will provide source code, documentation and deployment instructions upon receipt of final payment. If additional delivery items are requested (for example, repository transfer or deployment runbook), these will be described in the Proposal or provided for an agreed fee.
6.5 Portfolio Use: Unless the Client requests confidentiality in writing within 14 days of Go‑Live/Delivery Notice, the Company may show non‑confidential Deliverables as part of its portfolio, case studies or marketing materials. A written confidentiality request must specify which Deliverables are confidential and the reasonable justification for confidentiality (for example: trade secrets, unreleased products). The Company will not publish information reasonably designated as Confidential by the Client.
[ 07 ] Confidentiality & Privacy
Both parties agree to keep non‑public information confidential and to use it only for project purposes. Confidentiality obligations do not apply to information already public, required by law, or independently obtained from third parties. Each party will take commercially reasonable measures to protect Confidential Information.
[ 08 ] Security, Data Protection & Recovery
8.1 The Company uses industry‑standard security measures (backups, SSL/TLS, malware scanning) but cannot guarantee perfect security.
8.2 The Client must notify the Company immediately of suspected breaches. The Company will investigate and act to contain and remediate security incidents consistent with good industry practice.
8.3 Client-Caused Breaches & Emergency Fixes:
If a security issue is caused by Client negligence (for example: sharing passwords, weak credentials, or not updating systems they control), the Company may step in and fix the problem at an emergency rate of 2× our standard hourly rate.
For non-urgent fixes expected to cost more than US $2,500, we’ll first send a written estimate and get Client approval before moving ahead.
If urgent action is needed and there’s no time for prior approval, the work will be capped at a reasonable estimate (including any third-party costs if required), which will be shared with the Client as soon as possible.
8.4 The Company is not liable for downtime or data loss caused by third‑party providers, force majeure events, or actions outside the Company’s reasonable control.
[ 09 ] Support & Maintenance
9.1 Included Support: The Proposal will describe included post‑Go‑Live support: Starter & E‑Commerce = 1 month; Business = 1 month; Elite = 3 months of basic support unless otherwise stated.
9.2 Maintenance Plans: Maintenance plans are available by separate annual agreement and are cancellable with 3 months’ written notice as set out in the applicable maintenance agreement.
9.3 Service Levels: The Proposal may set target response times (for example: Critical — 4 business hours; High — 24 hours; General — 3 business days). These are targets only and not guaranteed service levels unless specifically set out in a maintenance agreement.
9.4 Additional services outside the maintenance scope will be billed at the Company’s standard hourly rates or as quoted in a Change Order.
[ 10 ] Cancellation, Refunds & Effect of Termination
10.1 Before Work Starts: If the Client cancels before Commencement of Substantive Work, the Company will refund amounts paid minus a 10% administration fee, unless the Proposal states otherwise.
10.2 After Work Starts (but before Go‑Live): If the Client terminates after Commencement of Substantive Work, the Client is responsible for payment of: (a) all completed milestones set out in the Proposal; (b) reasonable charges for work in progress calculated at the Company’s hourly rates with itemised timesheets; (c) non‑recoverable third‑party costs; and (d) accrued unpaid expenses. Any refund due will be calculated as set out in Section 3.3.
10.3 By Company: The Company may suspend or terminate the Agreement if the Client materially breaches these Terms, acts unlawfully, behaves abusively, or fails to pay. On termination, the Client must pay for completed work; the Company will hand over completed Deliverables upon receipt of outstanding fees and subject to third‑party license restrictions.
10.4 Survival: Sections relating to payment, IP, confidentiality, limitation of liability, indemnity and dispute resolution survive termination.
10.5 Final Invoice & Handover on Termination: Within 10 business days of termination, the Company will issue a final, itemised invoice showing completed milestones, hours for work-in-progress, non-recoverable third-party costs and any administration fees. The Company will deliver completed Deliverables to the Client upon receipt of the final invoice payment (subject to third-party license restrictions).
[ 11 ] Warranties, Disclaimers & Service Limits
11.1 The Company warrants it will perform Services in a professional manner consistent with industry standards.
11.2 The Company does not guarantee specific search rankings, sales, business outcomes, or uptime performance of third‑party providers. Where specific performance guarantees are required, such guarantees must be expressly stated in the Proposal.
11.3 Except as expressly stated, Deliverables are provided “as is”.
[ 12 ] Limitation of Liability
12.1 The Company’s aggregate liability for any claim arising out of or in connection with the Agreement shall not exceed the total fees actually paid by the Client under this Agreement for the relevant project.
12.2 The Company excludes liability for indirect, incidental, or consequential damages (including lost profits or loss of business) to the maximum extent permitted by law. This limitation does not apply to willful misconduct or gross negligence where local law disallows such limitation.
[ 13 ] Indemnity
The Client agrees to indemnify and hold the Company harmless from claims, costs or damages arising from the Client’s breach of the Agreement, the Client’s content (copyright/trademark claims), illegal use of Services, or negligence.
[ 14 ] Force Majeure
Neither party is liable for delays or failures resulting from events beyond reasonable control (natural disaster, strikes, internet outages, government actions). Parties will resume obligations when the event ends.
[ 15 ] Prohibited Uses
Services may not be used for illegal, infringing, obscene, or malicious activity (spam, phishing, malware). Violation leads to immediate suspension and potential legal action.
[ 16 ] Code of Conduct (Client & Company)
16.1 Both parties expect respectful, professional communication. Harassment, threats, abusive language, or hate speech directed at personnel is not tolerated.
16.2 If behavior becomes abusive, the Company may (a) issue a written warning; (b) suspend services if abusive behavior continues; and (c) terminate the Agreement for material misconduct.
16.3 All parties must cooperate in good faith to resolve issues.
[ 17 ] Dispute Resolution & Arbitration
17.1 Good‑Faith Negotiation: Parties will first attempt to resolve disputes by negotiation between senior representatives within 30 days.
17.2 Mediation: If negotiation fails, parties agree to mediation with a neutral mediator (location: Dhaka, Bangladesh, or as otherwise agreed) within 60 days. Mediation costs will be split equally unless otherwise agreed.
17.3 Binding Arbitration: If mediation fails, disputes will be resolved by binding arbitration in Dhaka, Bangladesh under the Bangladesh Arbitration Act, unless the Proposal specifies a different forum for an international client. The arbitrator’s decision shall be final and enforceable in courts of competent jurisdiction. Either party may seek injunctive relief in court where necessary to protect intellectual property or prevent irreparable harm.
17.4 International Arbitration Fallback: If the Client is based outside Bangladesh and timely objects to Dhaka jurisdiction, the parties shall agree a neutral arbitration venue within 30 days of that objection. If no agreement is reached within 30 days, disputes will be resolved under ICC Rules (Paris) by a single arbitrator selected under those rules.
[ 18 ] Refund & Non‑Refundable Deposit (Detailed)
18.1 Non‑Refundable Element: Deposits are intended to reserve resources and start work. Once the Company has begun Commencement of Substantive Work (as defined in Section 1) and after the 5 business‑day post‑commencement period described in Section 3.2, the deposit is non‑refundable except as expressly provided in Section 3.3.
18.2 Refunds in Exceptional Cases: If the Company materially fails to perform the Services and does not cure within 30 days after written notice, the Client may be entitled to a partial refund limited to amounts paid for undelivered work. Refunds do not compensate for time spent on work already performed and documented.
18.3 Dispute Holdback: If a payment dispute arises, both parties agree to follow the dispute resolution steps before withholding or reversing more than a reasonable portion of fees. The Company reserves the right to invoice for completed work and to suspend services pending resolution.
[ 19 ] General Provisions
19.1 Taxes: The Client is responsible for all applicable taxes, duties, or withholdings unless otherwise stated in the Proposal.
19.2 Assignment & Subcontracting: The Company may engage trusted subcontractors to perform Services; the Company remains responsible for their work. The Client may not assign the Agreement without the Company’s prior written consent.
19.3 Non‑Solicitation: For a period of 12 months following completion or termination of the project, the Client shall not (and shall procure that its affiliates will not) directly or indirectly solicit or hire any employee, consultant or contractor of the Company who materially participated in the provision of the Services, without the Company’s prior written consent. If the Client breaches this clause, the Client shall pay the Company a recruitment fee equal to 50% of the hired individual’s gross annual remuneration (or US$10,000, whichever is higher) within 30 days of hire. This clause does not prevent the Client from hiring persons who respond to general public advertisements or recruitment agencies where the Company was not involved.
19.4 Entire Agreement: These Terms together with the Proposal/Invoice form the entire Agreement and supersede prior communications. Amendments must be in writing signed by both parties.
19.5 Severability: If any provision is held invalid, the remaining provisions will remain effective.
19.6 Governing Law: Unless otherwise agreed in writing for a specific international client, these Terms are governed by the laws of Bangladesh and disputes are subject to the dispute process set out in Section 17.
[ 20 ] Acceptance of Terms
Acknowledgement: The Client acknowledges these Terms by (a) signing the Proposal/Invoice, (b) checking the “I accept” box on an online Proposal/Invoice, or (c) paying any invoice after receipt of the Proposal. The Proposal/Invoice must state the effective Terms version and date.
Contact: ISEDevs Innovation
- Physical Address : 53/5, East Baisteki, Mirpur-13, Dhaka-1216, Bangladesh.
- Email Address : support@isedevs.com
- Phone Numbers : +8801309656404