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 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.
Please note that this policy is subject to change, so please check our website on a regular basis for any further changes. Please note that SAV may be both data controller and data processor for your personal data under certain circumstances.
How the law protects you
Data protection laws state that we are only able to process your personal data if we have a valid reason to do so.
What information do we collect and how do we collect it?
We will collect personal details such as your name, email address, telephone number and IP address. We receive information about you when you use our website, complete a form on our website or if you contact us by telephone, email or by post.
We also automatically collect information about your visit to our site using Google Analytics. This information is used to make your visit to our site more efficient, and to help us make improvements.
What do we use the information for?
The basis for processing your personal data includes allowing us to fulfil our terms and conditions, to enable billing and to contact you for customer service purposes. We will never give your details to any unconnected third parties for advertising or marketing purposes.
Where do we store your personal data and how do we keep it safe?
All information you provide to us is stored on our servers within the European Economic Area (EEA). In adherence to GDPR, we take appropriate measures to ensure that the information you give us is kept secure and we will do our best to protect it from unauthorised access.
Who has access to your personal data?
Here is a list of the ways that we may use your personal data and how we share the information with third parties.
Domains: We process your data for the provision of domain name registration services. Your contact data may be sent to the domain registrar outside of the EEA.
Email hosting: We process your data for the provision of email hosting services. Google Apps for Business and Microsoft Office 365 user data are shared with Google and Microsoft in the EEA. These companies share data with third party infrastructure in the EEA.
Other third parties: We do not and never shall give your personal data to third parties for marketing or advertising purposes. We may pass your personal data to third parties for the provision of services on our behalf (for example processing your payment). However, we will only ever share information about you that is necessary for us to provide our services in relation to our terms and conditions.
We may share your personal data if we are under a duty to disclose data in order to comply with any legal obligation.
We will keep your personal data for the duration of the period you are a customer of SAV. We shall retain your data only for as long as necessary in accordance with applicable laws. On the closure of your account we may keep your data for up to 7 years after you have cancelled your services with us, unless you have given us explicit consent to keep it for longer.
Right to be forgotten
You have the right to object to our use of your personal data and to ask us to delete it if there is no need for us to keep it. This is known as your right to be forgotten. Please inform us if you think we are retaining or using your personal data incorrectly. If you wish for us to delete any data we hold about you, please inform us in writing and we will delete your data within 3 working days, unless there is a legal reason why we are not allowed to do so.
Right to access
You have the right to access the information we hold about you at any time. Please email your requests to email@example.com so that we can obtain this information for you. We will supply this for free and within 3 working days. We will also correct any inaccuracies in your information at your request.
Right to complain
You have the right to make a complaint about how we process your personal data to the Information Commissioner here: https://ico.org.uk/
In the event of a data breach we will ensure that our obligations under applicable data protection laws are complied with as necessary.
We issue session cookies when strictly necessary for the operation of this website (such as logging into our member account area). These cookies do not hold any personal information. Google Analytics and the Google Map used on this website may issue cookies. You are welcome to opt-out of receiving cookies from us or from Google at any time using the settings in your browser.
Our occasional newsletters employ tracking so that we can monitor at an individual level whether a recipient has opened the email and what content they have clicked on. We only send our newsletter to recipients who have subscribed via our website or who are a current client and have given consent to receive this communication from us. Recipients are able to easily unsubscribe from the newsletter if they wish.
Third party sites
We link to a number of other websites on our site, usually those of our clients. We are not responsible in any way for the privacy policies of these sites nor for the way in which they may use the information they collect about you.
This document was last updated on 17th July 2019.