Business Terms

At Sadler Greenwood we assume the honesty and good intent of clients, and services are provided in as unrestricted a manner as possible.

Like all companies, however, we trade under terms and conditions. These are not only for our own protection but also for the protection of our clients. Please contact us if you have any enquiries or concerns over legal matters.

We ask our clients to adhere to our Acceptable Use Policy, given below. We are also very concerned about security, and we ask our clients to review and follow our security guidelines.

Acceptable Use Policy

Clients may not...

1. Use their accounts or services for any illegal act or purpose.
   
2. Re-sell or share any service with any other person or organisation, except as agreed with us.
   
3. Attempt to breach the security of any of our servers.
   
4. Run any software that compromises the privacy, security or stability of network traffic.
   
5. Run unauthorised mailing lists or distribute spam from or through our mail servers.
   
6. Communicate log in names and passwords to any third party, except for agencies (such as web page designers) working on your behalf.
   
7. Transfer confidential information by unencrypted email or over insecure links.
   
8. Run scripts such as ASP, PHP or Perl unless approved by us in advance.
   
9. Use the facilities provided to store, transfer or make public any material which is defamatory, pornographic or in breach of any UK laws.
   
10. Use web site space for storage of material not used on the web site itself, unless agreed with us in advance.

Clients undertake to...

1. Keep a secure record of log in names and passwords and notify us immediately if log-in details are compromised... (We may not have access to your latest password and may only be able to reset it to a new value.)
2. Access secure administration areas only through a secure connection or our own log-in software.
   
3. Notify us of any change of contact details.
4. Abide by the UK regulations on Data Protection and any European legislation on Distant or Internet trading.
   
5. Abide by any relevant regulations concerning copyright and ensure rights are obtained for any material used on web sites or transmitted by e-mail.
   
6. Only take details of credit cards or other confidential information through Secure Socket Layer (SSL). Credit card information should only be left on the server in encrypted form and deleted from our server as soon as possible after the order has been processed.
   
7. Pay all fees by their due dates and notify us of the cancellation of any account, in writing, at least 30 days in advance of its renewal.
   
8. Accept responsibility for ensuring that data, including images, is suitably backed-up. (We will keep backups but can offer no guarantee that files can be correctly restored.)
   
9. Follow the guidelines relating to security posted on this site.
   
10. At our request, immediately remove any material from public web sites, discussion forums or download areas that we believe to be defamatory, pornographic or in breach UK laws.
    We reserve the right, if this policy is not followed, to suspend or terminate your account, to remove your material from our servers without notice or explanation, to make reasonable charges for additional work incurred by us as a result of your non-adherence and to take further legal action if necessary. Re-supply of services on a subsequent date will be deemed to run from the original renewal date, regardless of the intervening time period.

Terms and Conditions

These terms and conditions shall be governed by English law. Nothing in these terms and conditions shall affect the statutory rights of the client.

Projects and services

At the commencement of any project, the client shall agree in writing a project specification drawn up in consultation with Sadler Greenwood. The specification shall include details of any deadlines, design criteria, performance targets, costs, testing programmes and agreed prices. All stated prices will exclude VAT at the standard rate unless explicitly stated otherwise.

The client warrants to Sadler Greenwood that it owns all intellectual property rights in any material which it requires to be included in the project or has obtained proper authorisation for the use of such material. The client shall indemnify Sadler Greenwood in respect of all costs, claims, liabilities and expenses to which Sadler Greenwood may be subject as the result of any claim that any part of the project contains defamatory or obscene matter or infringes any intellectual property rights. This indemnity shall extend without limitation to any sum paid in settlement of any such claim and to Sadler Greenwood's legal costs resulting from the claim.

Sadler Greenwood may use its own copyright material (images, sound or video clips, code libraries, components etc.) within projects. Sadler Greenwood retains the full title, copyright ownership and moral rights for this material and only grants to the client a non-exclusive licence to use the material for the purposes of the project during its agreed term.

The client may request modifications to a project specification at any time during the course of the project's development and Sadler Greenwood will always endeavour to comply with such requests. However, the client will be liable for the cost of any additional work, reworking or retesting that may result from such modifications. Where there is no written revision to a project specification and/or schedule, Sadler Greenwood reserve the right to charge a minimum of 1 hour's work for each modification made to the original specification.

A project composed of several distinct phases, parts or stages can be defined by Sadler Greenwood as a phased project. For the purposes of scheduling and payment a staged project is to be considered as a series of completely separate projects each with its own deadlines and agreed price. Any dispute between the client and Sadler Greenwood concerning one stage of a staged project shall not be a reason for non-payment of the agreed price due on completion of any other stage.

On completion of a project, including testing, Sadler Greenwood shall make the project available along with any technical test results to the client and it will be the client's responsibility to check that all material and functionality conforms to the requirements. The client shall inform Sadler Greenwood in writing within seven days that such conformity is present (that is, sign off the project), whereupon Sadler Greenwood will invoice the client for the agreed price or provide a list of modifications that are required. If these modifications are necessary due to fault on Sadler Greenwood's part they will be carried out free of charge, otherwise they may be chargeable under the clause above on modifications. After completion of modifications, the project will be resubmitted to the client for signing off. When the project is signed off all risk in the project passes to the client.

Due to the wide variety of computer platforms and software, Sadler Greenwood recommends testing by the client before projects are made public. Advice will be given on this matter by Sadler Greenwood free of charge and Sadler Greenwood will implement any amendments requested by the client as a result of testing at a reasonable cost (unless fault is discovered in Sadler Greenwood's work in which case the amendment will be free of charge).

Subject to space and convenience Sadler Greenwood may archive completed projects and other project material but is under no obligation to do so.

Any dispute between the client and Sadler Greenwood concerning a project shall not be a reason for non-payment by the client of the agreed price due on completion of any other project or on completion of any stage of any other project.

Liability

In any dispute with a client we will always seek an amicable solution if possible. However, Sadler Greenwood shall have no liability for consequential damages of any sort.

With regard to projects, the maximum liability to Sadler Greenwood shall be that part of the agreed price for the project that has been paid to Sadler Greenwood. Any claim of fault on Sadler Greenwood's part must be notified in writing to Sadler Greenwood within 30 days of the project being signed off.

Liability for any loss of service for which Sadler Greenwood is responsible shall not exceed an amount of the service fee proportionate to the time during which service was lost. Sadler Greenwood shall not be liable to the client in respect of the use of our services either in contract, tort (including negligence) or otherwise for any direct or indirect loss or damage, including any loss of profits, business or anticipated savings, except for death or personal injury resulting from Sadler Greenwood's negligence.

All material supplied to Sadler Greenwood for projects is accepted solely at the client's risk. Sadler Greenwood shall not be held liable for any loss, corruption, damage, or misuse of such material. Sadler Greenwood will return client material if instructed to do so, but in the absence of such instructions within 90 days of completion of the project Sadler Greenwood may dispose of the client material.

Sadler Greenwood will endeavour to meet client deadlines. However, time of completion of stages of a project or of a whole project is not of the essence and Sadler Greenwood shall not be held liable for any loss directly or indirectly attributable to failure to meet a deadline.

Sadler Greenwood shall not be liable for the actions or failures of third parties such as carriers, network service suppliers, providers of ancillary services or products or malicious persons, particularly in respect of the theft of data from Sadler Greenwood's servers or systems.

Sadler Greenwood shall not be liable for any fault or imperfection caused by the use of client material or by any features of client material that could not have reasonably been anticipated by Sadler Greenwood. Sadler Greenwood shall have the right to charge for extra work caused by such faults imperfections or features.

Sadler Greenwood shall not be liable for any fault or delay caused by instructions given by the client which are ambiguous, misleading or insufficiently specific. Sadler Greenwood shall have the right to charge for extra work caused by such instructions.

Sadler Greenwood shall not be liable for the failure of any project when used in conjunction with one particular hardware, software or network configuration and shall have no obligation to correct such failure unless that configuration is stated in the original project specification as an essential context in which the project must operate. Sadler Greenwood shall not be responsible for the exact matching of colours, fonts or page layouts where these features cannot be accurately controlled due to technology such as web browsers.

Sadler Greenwood shall not be held liable for any delay or failure on its part which is due to any cause beyond Sadler Greenwood's reasonable control. Payment of compensation to a client is not in itself an admission of fault.

Payment

Sadler Greenwood shall invoice the client for a project immediately it is signed off. However, if the time taken to complete the project has been significantly increased due to client modifications or the client does not sign off the project (even though no fault on the part of Sadler Greenwood is claimed by the client), then Sadler Greenwood reserves the right to invoice the client when in Sadler Greenwood's opinion the project is complete.

If the client significantly delays progress on the project and Sadler Greenwood has already completed substantial amounts of work, Sadler Greenwood reserves the right to submit an interim invoice to the client for the work already carried out. Such an invoice may also be submitted if, in the opinion of NSadler Greenwood, there is evidence that the client is likely to become unable to pay the agreed price.

Sadler Greenwood shall invoice the client for services in advance. The usual advance period is one year, but a shorter period can be agreed in advance with the client. Cancellation of services part-way though their term may, at Sadler Greenwood's discretion, attract a pro-rata refund. If a service is terminated due to non-payment, Sadler Greenwood reserves the right to charge an additional administration fee to cover the work of resuming the service if the client pays the original invoice and wishes the service to continue.

Some essential services, such as domain name registrations, will be automatically renewed and charged to the client unless Sadler Greenwood is notified by the client of cancellation at least 30 days before renewal is due.

All invoices are due within 30 days of the invoice date and payment shall include value added tax or any other applicable tax. On failure of the client to make payment on the due date, Sadler Greenwood shall be entitled to charge interest and compensation according to the Late Payment of Commercial Debt Regulations 2002 and any other relevant legislation in force at the time of the payment default. All work produced by Sadler Greenwood for the client remains the property of Sadler Greenwood until payment for it has been made in full.