Terms & Conditions
These Terms and Conditions ("Ts & Cs") apply to all our clients, for whatever services we are providing to you; be it website development, software design, consultancy services or anything else you've asked us to help with (the "Services"). Because of the nature of our work, we'll often agree a contract with you on a piecemeal basis and the Ts & Cs ensure that we both know what our obligations and expectations are.
THE ORDER FORM
- The Ts & Cs are often used together with an attached Services Order Form (the "Order Form") which sets out the details specific to you, such as the price and Specification. If we are not using the Order Form in our Contract with you, where the Ts & Cs refer to the Order Form, that will instead refer to what we have agreed with you elsewhere in writing (be it an email, fax or any other form of written communication).
- When we refer to the "Contract", we mean the entire agreement to provide Services to you, which includes the Ts & Cs, the Order Form and any other oral agreement or document.
- Together we will agree exactly what work you would like us to carry out and this will form the Specification.
- Once the Specification is agreed, if you change your mind about any element of the Services we are happy to alter the Specification or alternatively agree a new one. You should be aware though, that this might affect the price at which we can provide the Services.
- We appreciate that during the course of the Services, the same person will not always be available to give us instructions and discuss any changes to the Specification. You agree that we are entitled to rely and act upon the instructions of any person employed by you, contracted to you or whom we can reasonably assume is working on behalf of you, and you will be bound by such instructions.
- If we have agreed that certain parts of the Services will be completed by certain dates, such dates will be known as "Milestones" and included in the Specification.
- In return for you paying us the price quoted on the Order Form, we will provide you with the Services as described on the Order Form.
- Unless agreed otherwise, we will send you an invoice for 50% of the agreed price on the Commencement Date (as stated on the Order Form) and a second invoice for the other 50% of the price when we've completed the Services.
- You agree to pay within 14 days of the date on the invoice, after which (unless we've agreed otherwise) we reserve the right to (a) charge you interest on the outstanding amount at an annual rate of 4% above the base rate of Barclays Bank plc and/or (b) withhold all or part of the Services.
- Once we've completed the Services (other than the Acceptance Tests), we will carry out the Acceptance Tests as described in the Specification, having first given you seven days notice:
- If the website/software fails the Acceptance Tests we will do our best to remedy these failures as soon as possible and the Acceptance Tests will be repeated;
- If the website/software passes the Acceptance Tests, it shall be deemed to have been accepted.
- If you decide to "go live" with the website/software before acceptance has taken place, you will be taken to have accepted the website despite the fact that the Acceptance Tests have not been carried out.
- We put as much skill and care into our work as we can to provide the Services in accordance with the Specification.
- We assure you that the website/software will conform to the Specification for a minimum period of 120 days following Acceptance (unless we've agreed a different period in the Specification). If a Defect occurs during the 120 day warranty period we will do as much as we can to remedy that Defect. For the purposes of these Ts & Cs a Defect is a problem with the website/software that has a material effect on its use or operation or a failure of the website/software to operate in accordance with the Specification. No warranty is given if the website, software or hosting environment is modified or reconfigured by you or by somebody else and not by us.
- The Contract will begin on the Commencement Date stated on the Order Form and will continue until the end of the warranty period described above.
- If we have agreed to provide ongoing Services to you (such as domain name registration, hosting or maintenance) the Contract will last until the date specified on the Order Form, or if no date is specified until one party gives the other 7 days written notice that they would like the Services to end.
- The Contract for the Services can be brought to an end by notice in writing:
- by us, if you fail to pay any invoice within 30 days of receiving it;
- by either of us if the other commits a material breach of a term of the Contract and fails to remedy it within 21 days of being asked in writing; or
- by either of us if the other goes insolvent or winds up.
- Our liability to you for every type of claim, including liability for negligence, will not exceed in total the price we have agreed in respect of the Services and if we have provided the Services for more than 2 years then our total liability will be the amount that you have paid us during the 2 years before the date of your claim, except in those circumstances where the law says we can't limit liability (in which case we'll go with the law).
- However we will never be liable to you for: loss of revenue or profits (actual or anticipated); loss of anticipated savings; loss of goodwill or injury to reputation; loss of business: loss of opportunity; loss of, damage to or corruption of data; losses suffered by third parties; or indirect, consequential or special loss or damage.
- Under no circumstances do we exclude or limit any liability that we may have for death or personal injury arising from our negligence.
- In the course of working together, we may each have access to information that is confidential. This may be about the way we each run our businesses, about our competitors or clients, about our software, our finances or a whole host of other delicate subjects. We each agree that we will keep this information confidential and won't pass any of this information onto anyone else except those who really need to know in order to carry out the Services. Similarly, we will not use the information of the other party in a way that is not permitted by this Agreement. The information will cease to be confidential if is becomes publicly available (except in circumstances where this has happened as a result of a breach of this paragraph) and this paragraph will not prevent disclosures that are required by general law or by a court.
INTELLECTUAL PROPERTY RIGHTS
- All intellectual property rights, including copyright, design rights, patents and all other proprietary rights ("IPR") belonging to SAV before we begin the Services will remain our property both during and after the Services. Equally, any IPR that you own before we begin the Services will remain your property.
- Any IPR that we have created during the course of the Services will belong to us, both during and after the Services. However, we hereby grant you a non-exclusive, perpetual (unless you breach this Agreement), worldwide licence to use any of our IPR that are incorporated into the website/software developed under the Contract. You may not resell or reuse all or part of our IPR without written agreement from us.
- Sometimes we will use IPR belonging to third parties (with their permission, of course). If we have used any third party IPR in the website/software we will procure all necessary licences for you to use such IPR yourselves on completion of the Services. We also assure you that we have all necessary consents and licences to be using the third party IPR in the first place.
- You will no doubt provide us with certain materials which you wish to be included on the website, including but not limited to information, graphics, logos, photographs, video, text, designs and images (the "Content"). You assure us that you either own all IPR in the Content or have a licence to use such IPR and you hereby grant to us a non-exclusive non-transferable licence to use the Content for the purposes of performing the Services
- If you give us access to data relating to living individuals ("Personal Data") we will assume that you are the controller and you will be responsible for that Personal Data.
- We will be a processor of the Personal Data and will only access and process it as necessary to provide the Services.
- We will only process Personal Data on your written instructions unless required to do otherwise by UK law and those instructions are set out in this section of the Ts and Cs.
- We will comply with our Privacy and Security Policy relating to the privacy and security of your Personal Data.
- You and we will comply with data protection laws.
- You will ensure that you have all consents and notices in place to enable lawful transfer of data to us as envisaged by this agreement.
- We will:
- not transfer any Personal Data outside of the United Kingdom unless:
- there are appropriate safeguards in relation to the transfer;
- somebody whose Personal Data we hold ("Data Subject") has enforceable rights and effective legal remedies;
- we comply with our legal obligations to provide protection for any Personal Data transferred; and
- we comply with your reasonable instructions, notified in advance, in respect of that processing;
- tell you promptly if a Data Subject communicates with us in respect of their rights under data protection law;
- help you at your cost, in responding to a request from a Data Subject and also in your compliance with data protection law;
- notify you without undue delay if we become aware of a Personal Data breach and assist you in dealing with the breach;
- at your written direction, delete or return Personal Data to you when this agreement ends unless data protection law requires us to store that data); and
- maintain records to show our compliance with this section of the Ts & Cs and will allow your auditor to inspect those records.
- Our privacy section below provides details regarding the subject matter, duration, nature and purpose of the processing which we will be conducting on your Personal Data and the types of Personal Data we will be handling.
- not transfer any Personal Data outside of the United Kingdom unless:
- You and we will ensure that we have appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from potential loss or damage, having regard to the state of technological development and the cost of implementing any measures. All our team are obliged to treat all your Personal Data with the utmost confidentiality.
- You agree to us appointing Amazon Web Services (AWS), Google, Microsoft and Dropbox as sub-processors under this agreement and we may in future inform you of other sub-processors, but giving you the chance to object. We have entered into an agreement substantially on those sub-processors' standard terms in compliance with data protection law. We will remain responsible for those sub-processors.
- If acts beyond our reasonable control occur (such as fire, flood, war, giant explosions, acts of God or governmental acts), whilst we will obviously do our best to battle through and deliver the Services, we won't be responsible for delay or non-performance as a result.
- If any of our Ts & Cs are considered illegal or unenforceable, you and we agree to delete that provision but the rest will stay in place.
- Nobody likes hidden surprises, so except as expressly set out in these Ts & Cs all conditions and warranties are excluded as far as the law will allow.
- We work with a number of very talented sub-contractors who will help us deliver the Services to you. At the time we agree the Specification with you, we won't always know which sub-contractor will be helping us so we reserve the right to put any of them on the job.
- These Ts & Cs will take precedence over all other terms and conditions with respect to the Contract. Whilst they are not set in stone, any variation to them must be agreed by both of us in writing.
- These Ts & Cs are governed by English law and any disputes we may have (not that we're anticipating any) will take place in English courts.