Terms & Conditions

6.5.            The Customer shall have full responsibility for the information displayed on its Web Site and, in particular, shall not:

6.5.1.                  publish, post, distribute or otherwise disseminate defamatory, obscene, indecent or illegal material or information;

6.5.2.                  threaten, harass, abuse, disrupt or violate the legal rights of any person;

6.5.3.                  engage in any illegal activities whatsoever;

6.5.4.                  make available any material protected by the intellectual property laws of any jurisdiction without the consent of the owner of those rights;

6.5.5.                  act, or fail to act, in a manner which is not in compliance with all relevant laws and regulations.

6.6.            The Customer shall defend, indemnify and hold harmless the Company and its employees, agents and sub-contractors from all liabilities, claims and expenses, including all reasonable legal fees necessarily incurred, that arise from its use or misuse of the Web Site.

6.7.            The Company makes no representation that the Web Site will be appropriate or available for use in locations outside England and Wales and accessing it from territories where its content is illegal is prohibited.

6.8.            The Customer acknowledges that all content on the website is of their responsibility and The Company shall not be held liable for any copyright infringement.

6.9.            Immediately upon receiving a request from the Company, the Customer shall include the logo and name of the Company on the Web Site in a format required by the Company. In addition, immediately upon receiving a request from the Company the Customer shall remove the logo and name of the Company.

7.       MAINTENANCE OF THE WEB SITE

7.1.            In return for payment of the Standard Maintenance Fees the Company agrees that it shall carry out the Maintenance Services which term shall consist of the following:

7.1.1.                  The Company carrying out minor amendments and enhancements to the Web Site from time to time as are deemed necessary or desirable by the Company and as are agreed with the Customer, the Customer acknowledging that the extent of such amendments and enhancements shall vary depending on the maintenance fees payable by the Customer.

7.1.2.                  The Company remedying defects or malfunctions of the Web Site which the Customer has demonstrated to the reasonable satisfaction of the Company are not attributable to the Customer’s misuse of the Web Site; and

7.1.3.                  The Company correcting actual problems which have occurred during the Customer’s normal use of the Web Site which are not due to the default of the Customer. The Company will absorb all costs of time, materials and expenses directly associated with these services.

7.2.            The Company agrees that it shall use its reasonable endeavours to respond to any request received by the Customer for the Maintenance Services within certain designated timescales, the Company and the Customer agreeing on the level of urgency of each request made to the Company by the Customer under this Agreement. The timescales shall be as follows:

7.2.1.                  for non-urgent requests within 14 Working Days;

7.2.2.                  for normal requests within 10 Working Days;

7.2.3.                  for urgent requests within 5 Working Days; and

7.2.4.                  for critical requests within 2 Working Days.

7.3.            Under the circumstances listed below, the Company reserves the right to refuse the provision of the Maintenance Services. However if the Company in its absolute discretion chooses to provide the Maintenance Services then the Company will be entitled to charge for this provision at the Additional Maintenance Fees plus it’s out of pocket expenses. This discretionary maintenance shall apply where a fault results from:

7.3.1.                  the improper use, operation or neglect of the Web Site (save where this is caused by the direct negligence or default of the Company or its employees);

7.3.2.                  any failure by the Customer to implement recommendations or solutions in respect of faults previously advised by the Company;

7.3.3.                  the use of the Web Site by the Customer for a purpose for which it was not designed or intended;

7.3.4.                  the Customer’s failure, inability or refusal to afford the Company’s personnel reasonable access to the Web Site;

7.3.5.                  any accident or disaster affecting the Web Site (save where this is caused directly by the negligence of the Company or its employees);

7.3.6.                  any access or interference by unauthorised personnel whether employees of the Customer or not.

8.       MAINTENANCE DELIVERY

8.1.             Unless otherwise agreed, any dates specified by the Company for maintenance of the Web Site are intended to be an estimate and time for completion shall not be made of the essence by notice.

8.2.             The Customer acknowledges that the Company shall not be responsible for any delay in maintaining the Web Site if that delay is due, wholly or partly, to an act or omission of the Customer which shall include the quality of the information provided to the Company by the Customer. Wherever it appears to the Company that such delay is likely it shall use its reasonable endeavours to notify the Customer in advance.

8.3.             Subject to the other provisions of this Agreement the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in maintaining the Web Site (even if caused by the Company’s negligence), nor will any delay entitle the Customer to terminate or rescind this Agreement unless such delay exceeds 180 days in any instance.

9.       MAINTENANCE WARRANTIES

9.1.             The Company warrants that it will perform the Maintenance Services with reasonable skill and care so that, where amendments and/or enhancements are made to the Web Site under Clause 7.1.1 the Web Site remains at the level of functionality set out in the Invoice and where the Web Site is maintained under Clauses 7.1.2 and/or Clause 7.1.3 is restored to the level of functionality set out in the Invoice. The Company also warrants that the personnel carrying out the maintenance work will be trained and competent to do so.

10.      THE CUSTOMER’S OBLIGATIONS

The Customer shall:

10.1. use all reasonable endeavours to ensure that the Website is used in accordance with any documentation and/or specifications as are provided from time to time by the Company;

10.2. not communicate externally with any current or former employees of the Company;

10.3. agree to pay 50% of the original project value if the Customer transfers any services externally to a current or former employee of the Company within a 12 (twelve) month period of the Customer’s last invoice.

10.4. not allow any party other than the Company to repair, maintain or update the Website without prior permission from the Company; and

10.5. notify the Company as soon as reasonably practicable if the Website requires support or is not operating correctly.

11.      PAYMENT

11.1.          Payment of the Price for the Web Site, if paid in full, is due within 7 days of the date of an invoice issued by the Company to the Customer.

11.1.2         If the customer has chosen  a 12 month payment plan, then the customer must pay the direct debit to our vendor, GoCardless, on time.

11.2.          Payment of the Additional Maintenance Fees and the Standard Maintenance Fees is due within 7 days of the date of an invoice issued by the Company to the Customer, payment to be made by cheque from a bank or building society account in funds, Direct Debit or via Instant Bank Transfer unless an alternative method of payment is agreed in writing with the Company.

11.3.          Payment of the total value of the invoice is required to begin work and is non-refundable.

11.4.          Time for payment shall be of the essence.

11.5.          No payment shall be deemed to have been received until the Company has received cleared funds.

11.6.          All payments payable to the Company under this Agreement shall become due immediately upon termination of this Agreement despite any other provision although, for the avoidance of doubt, if this Agreement is terminated prior to the Company satisfactorily completing the Web Site (as defined) the Company shall only be entitled to be paid immediately such sum as is fair and reasonable and commensurate with its efforts on a quantum merit basis.

11.7.          Failure to supply required content and requested information within 14 days of the company receiving the first payment may result in a loss of any payment(s) made and cancellation of project at the company’s discretion.

11.8.          If the Customer fails to pay the Company any sum due pursuant to this Agreement then the Customer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

12.      LIMITATION OF LIABILITY

The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: –

12.1.1.               any breach of this Agreement; and

12.1.2.               any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.

12.2.          All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. [The Customer’s statutory rights are unaffected.] All materials, information, software, products and services provided by the Company as part of the Web Site and carrying out SEO and the Maintenance Services are provided “as is” and the Company does not warrant that its content is accurate, reliable or correct nor that the Web Site will be available at any particular time or location nor that it will be free of any viruses.

12.3.          Nothing in this Agreement excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or its liability for fraudulent misrepresentation.

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 12.4

12.4.     Subject to Clauses 12.2 and 12.3:

12.4.1.               the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the development Price if prior to satisfactory completion, or the Standard Maintenance Fees paid during that calendar year if subsequent to satisfactory completion; and

12.4.2.               the Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement.

12.5.          Where the Customer has not requested that the Company carry out a trade mark search on its choice of domain name, at the Company’s then current charges, the Customer acknowledges that it assumes all the risks of a third party bringing an action against the Customer for trade mark infringement and/or infringement of any other third party right.

13.      ASSIGNMENT

13.1.          The Customer shall not be entitled to assign this Agreement or any part of it without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed.

13.2.          The Company may assign this Agreement or any part of it to any person, firm or company.

14.      FORCE MAJEURE

14.1.          The Company reserves the right to defer the date of completion or the carrying out of Maintenance Services or to cancel this Agreement (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice to the Company to terminate this Agreement.

15.     TERMINATION

15.1.          Prior to the Company satisfactorily completing the Web Site (as defined), the Company reserves the right to terminate this Agreement upon 30 days notice to the other at any time.

15.2.          Subsequent to the Company satisfactorily completing the Web Site (as defined), the parties agree that, save where the Company terminates this Agreement in accordance with Clause 15.3, the minimum term of this Agreement shall be one calendar year from the date of satisfactory completion. Once the initial 12 months have elapsed the parties agree that either party shall have the right to terminate this Agreement upon 30 days notice to the other, to expire no earlier than the first anniversary date of satisfactory completion.

15.3.          Each party reserves the right to terminate this Agreement immediately on notice if the other fails to comply with any term of this Agreement. This Agreement will also terminate immediately on notice, without refund, if either party becomes bankrupt, goes into liquidation, suffers or makes any winding up petition, makes an arrangement with creditors, has an administrator, administrative receiver or receiver appointed or suffers or files any similar action in consequence of debt.

15.4.          Upon termination of this Agreement for any reason the Customer’s right to use the Web Site and to the Maintenance Services will cease automatically.

15.5           The Customer agrees that any offer of a partial or full refund or credit note made by the Company:

15.5.1        must be accepted in writing within 30 days;

15.5.2       must provide bank details within 30 days of acceptance;

15.5.3       will be full and final settlement or forfeited if acceptance is not received.

15.6.         Once a payment or deposit is made for any service, it is non-refundable.

15.7.         If the Customer wishes to terminate the Agreement for any reason, no refund shall be applicable and any outstanding payments will become due immediately.

16.     GENERAL

16.1.          Each right or remedy of the parties under this Agreement is without prejudice to any other right or remedy of that party whether under this Agreement or not.

16.2.          If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of this Agreement and the remainder of such provision shall continue in full force and effect.

16.3.          Failure or delay by either party in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.

16.4.          Any waiver by either party of any breach of, or any default under, any provision of this Agreement by the other will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

16.5.          The formation, existence, construction, performance, validity and all aspects of this Agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

16.6.          For the avoidance of doubt, nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.

16.7.          In the event of a conflict between the terms of this Agreement and the Invoice hereto, the terms of this Agreement will prevail.

16.8.          The development of a website is limited to a choice of pre-made templates which are available at the discretion of the Company and must be agreed before work is begun.

16.9.          A maximum of one minor revision to the free logo design is acceptable.

16.10.        Free hosting is subject to a monthly fee of £12.50 per month (subject to change) after agreed free period thereafter with no minimum contract and includes 2GB of storage and 10GB bandwidth per month. Provision of any free hosting period is at the Company’s discretion. Additional data can be purchased if required.

16.11.        “Unlimited Pages” refers to the ability of the Customer to add as many pages as they like, subject to fair usage.

16.12.        The Company will provide a maximum of three minor revisions to the website within 7 days of site completion. Any additional revisions requested are chargeable at the discretion of the Company are priced at the Company’s discretion.

16.13.        The Company will provide a 30 day warranty period from the launch date of the website for any websites hosted on the company’s server. This is limited to any minor bugs which which were present at the time of build. Any additional revisions requested are chargeable at the discretion of the Company are priced at the Company’s discretion.

16.14.        The Company shall not offer any support or warranty for websites hosted on a third party platform.

16.15.        The Company reserves the right to withhold administrative access to a website at it’s discretion.

16.16.        A £60+VAT minimum charge will be applicable for the archive and/or transfer of a website onto an external hosting platform after the free hosting period.

17.     COMMUNICATIONS

17.1.          All communications between the parties about this Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile or email transmission:

17.1.1.                (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Customer by the Company; or

17.1.2.                (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of this Agreement or such other address as shall be notified to the Company by the Customer.

17.2.     Communications shall be deemed to have been received:

17.2.1.                if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

17.2.2.                if delivered by hand, on the day of delivery;

17.2.3.                if sent by facsimile or email transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

17.3.         Communications addressed to the Company shall be marked for the attention of James Thurlow-Craig.

17.4.        Each party consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

Overview

Our Service

Website design and development process

LBS requires you to provide appropriate content and images for each page. Prior to the website going live, you must supply all content and images.

SBW will send initial designs to you within 5 to 10 working days, depending on the package, and SBW will aim to turn around revisions within 2-4 working days.

Occasionally there may be small delays in the turnaround which result from matters which are outside of LBS’s reasonable control. LBS will not be held liable for any such delays.

Although we will always endeavour to meet your timeframes, we can’t be held responsible for a missed launch date or deadline under any circumstance and especially when you have been late in supplying materials or have not approved or signed-off work in a timely fashion.

Service response times

Website delivery

Although LBS will use best efforts to work within the turnaround times referred to on this site, those times are target times only and LBS accepts no liability for failure to meet these times, particularly at times of high demand. If you are concerned about timing please contact our customer helpline on 01384355260, or email us and we will do what we can to work within your timing requirements (subject to demand).

Please note, to enable us to get the Website live quickly we need the following things from you:

• Your domain name;
• Details of your required email accounts;
• Your logo in an editable format ,
• The content and images that you would like to incorporate into the Website.

You’ll need to make sure your domain name, trade marks, content and images as well as any other materials you supply to us or require us to incorporate into the site do not infringe the rights (including intellectual property rights) of anyone else and do not constitute Unacceptable Content. For these purposes, Unacceptable Content will include any content or materials which are either obscene, defamatory or otherwise unlawful. You agree to hold us harmless against any losses, damages or liabilities we incur if you fail to get the necessary clearances, permissions, licences and consents or if you include any Unacceptable Content within any materials that you provide to us. If you are not sure whether your materials are cleared for use on the Website, or if any materials are likely to amount to Unacceptable Content, you should consider carefully whether or not you want to incorporate them into the Website and take legal advice as you see fit.

Our hours of work and conduct

LBS will try its best to meet the following response times within normal working hours (i.e. 9am to 5.00pm on working days):

Email response within 3 hours;
Phone call response –  We aim to respond immediately, but when we are unable to do so, then we’ll do our best to come back to you within normal working hours (i.e. 9am to 5.00pm on working days):
If you have a hosting or maintenance problem outside normal working hours we will endeavour to respond as quickly as possible, and in any event by 10am on the next working day following receipt by us of an email sent to our support email address.

LBS takes any form of harassment or aggressive behaviour against its staff very seriously and we reserve the right to cancel a project without refund in the event of unreasonable or inappropriate conduct. If you are concerned about the manner in which your query is being dealt with please contact us at 01384355260 and we will do what we can to help resolve the matter to our mutual satisfaction.

Launch and sign-off

We require an email confirmation to sign off and approve the first stage home page design before we will continue with the Website build (such approval not to be unreasonably withheld or delayed). We also require an email confirmation to sign-off on the final site before we make it live. Following final sign-off any further changes will be chargeable at our standard hourly rate of £35 per hour.

Website updates

Any changes requested by you following launch of the Website will be charged at our standard hourly rate of £35 per hour.

Open source software

We develop our websites on WordPress which is Open Source Software. You will not be charged for using Open Source Software. You are paying for the time it takes to design and build your website on the Open Source platform. WordPress is not owned by LBS or their customers.

Hosting

LBS offer unlimited website traffic to all customers and website space is limited to 1GB unless otherwise stated in a separate contract.

LBS will endeavour to provide a reliable and professional hosting service to you at all times but we do not guarantee that the Website will be available at all times, especially in the event of a technical failure beyond our control.

we will not be responsible for any losses, damages or liabilities arising through no fault of our own.

We provide free hosting for 12 months on all of our plans. Thereafter, hosting is chargeable at £10.50 per month. A discounted annual rate of £95 is also available. due on an annual basis. The invoice will be issued 30 days before the hosting renewal is due and payment is required by the renewal date. LBS may suspend the operation of and access to any website where any renewal payment is not paid in full and on time. There will be an admin fee of £35 for reactivating the website.

The customer has the right to cancel the hosting services at any time with no less than 1 months’ prior written notice. This applies to both monthly and yearly payments. In such circumstances, no refund shall apply but the Website may remain online until the end of the relevant subscription.

Should you wish to move the Website to an alternative provider you are free to do so upon giving us no less than 1 month’s prior written notice. LBS’s only obligation will be to export the Website as a static website (HTML, CSS and JavaScript files) and provide them as a zip file. LBS will charge a fee of £35 for this service. It is important to understand that the customer will then lose access to, or use of, the custom WordPress platform.

Domains

A  free co.uk domain name is provided to you by LBS, up to a value not exceeding £25 per yearly fee. If you require a domain with another suffix (e.g. .com, .org, etc), then this  will only be registered on your behalf once full payment has been received for the domain name concerned. You agree that domain names will be registered in the name of LBS in order to enable us to maintain the relevant domains effectively. Although the domain names will initially be registered to LBS, you will be entitled to request the transfer of the domains or make any changes you see fit to the registry data relating to a domain (including technical and administrative contact details), subject to the payment by you of an administration fee of £25. We take no responsibility for any issues that arise as a result of the domain names being held by any person other than LBS.

LBS will renew all domains annually upon receipt of the annual hosting renewal payment. Failure to pay this renewal payment on time could mean that you might lose the use of this domain forever. We will remind you that your domain payment is due 4 weeks before it’s expiry. However, if you fail to pay the renewal fee on time, we hold no responsibility for any consequences that may arise in the use of your website.

If a domain name is purchased by you, or you require it to be transferred to you or any other person, it is your responsibility to renew it when it is due and LBS bares no responsibility for this.

If you wish to move a domain name away from LBS, a £35 administration charge will be issued which is payable before the transfer can take place.

Search engine optimisation (SEO)

When you choose our SEO services , LBS does not guarantee any specific placement in the Search Engine Results Pages (SERPs). We also don’t take any responsibility for the Website’s rank on search engines.

Royalty free stock imagery

All our packages come with royalty free stock images which can be chosen from our stock image library.

Additional charges

We reserve the right to charge extra for the following additional services that are not included in the standard website packages:

• Logo design
• Additional domain purchase and renewal
• Stock imagery that has been purchased by LBS on the express wish of the customer
• Different page layouts requested by the customer once the initial design has been approved
• Fundamental changes to the design requested by the customer once the initial design has been approved
• Functionality beyond html/css (i.e. database/JavaScript)
• To remove our ‘ Site Designed by Local Business Solutions’ credit from the footer of your website.
• We reserve the right to charge extra in the event that, whilst in the process of providing services to you, we receive no communication from you for 8 weeks or more, unless previously arranged.

Payment

Payment can be made via our site by PayPal. We ask for 50% of the cost before commencing with the design of your website. The remaining 50% must be made within 14 days of the site handover to yourself.

We store details of your order in our database and we send you a receipt of your order following payment.

Annual renewal for hosting/domain/email

An invoice will be issued 30 days before the renewal is due and payment is required by the renewal date.

You can cancel your renewal at any time on providing us with 1 month’s written notice. Should you cancel your renewal your site will remain accessible until your hosting/domain expires. At which point the site will be taken down and will be inaccessible. To cancel you must email stating explicitly that you wish to cancel your renewal.

Refunds

You are entitled to a full refund up to 7 days after purchasing via our website if no work has commenced on your Website. If work has commenced on your website a refund will not be paid.

Any refunds are provided at the sole discretion of SBW. If for any reason you wish to apply for a refund please contact

If your account is terminated due to a breach of these Terms and Conditions, no refund of any kind will be due.

Data Protection

We make every effort to comply with the current law on data protection.

SBW intends to use commercially reasonable efforts to follow our privacy policy and as such our privacy policy may be changed from time to time at our sole discretion. Any data gathered from you about you or your company will not be disclosed to any third party. We will use our best endeavours to ensure that your data that is critical to the operation of your Website is protected, and that we put in place appropriate technical and organisational measures to prevent unauthorised access to that data. However, we may be required to reveal information, including personal information, if dictated by any applicable law. We do not assume any responsibility or liability for any information provided by you which may be disclosed by accident or by third parties’ illegal acts. We cannot assume any responsibility or liability for any information submitted to us via our online form, or for the use or misuse of any information submitted by you or any other person, including, without limitation, any information accessed by a hacker or as a result of any other malicious act, virus or other contaminant.

Intellectual Property

Provided that you comply with these Terms and Conditions, we agree to transfer you ownership of the final web design provided to you by SBW for the Website (the Final Design), but you will not own any source code (or other software), methods, methodologies, products, processes, tools, techniques, databases, know how, media, content or other materials generated by SBW in the production of the Website or otherwise.

You acknowledge and grant to SBW the right to use initial web designs and revised web designs, as well as individual designs provided to you, for internal and filing purposes, and in order to display and promote the SBW service. You acknowledge that your rights under the preceding paragraph shall be limited to the Final Design chosen by you.

Until you have notified your approval of the Final Design to SBW, all artwork, concepts and designs, excluding the Customer Materials, remain the copyright and exclusive property of SBW. This material may not be reproduced in any other way without the prior written consent of SBW. We reserve the right to use and reproduce any image, logo or illustration created by SBW, in connection with the promotion of SBW and its services from time to time.

All intellectual property rights owned by you in any text, software, music, sound, photographs, graphics, video, page layout and design or other material which you upload or post to your site (Customer Materials) shall remain your property.

By providing to us, or uploading to the Website, any Customer Materials, you are allowing us, a non-exclusive, world-wide, royalty free, perpetual, irrevocable licence to display, reproduce and otherwise use those Customer Materials in any medium for the purposes of performing our obligations under these Terms and Conditions and promoting SBW and its services.

You agree to prominently display the SBW name and logo on the Website’s homepage or other landing pages as may reasonably be required by SBW. To this effect, we grant you a personal, non-transferable and non-exclusive licence to use the SBW name and logo, and you will remove this upon termination of your account with SBW (including if you decide to move to another hosting services provider).

Unless we otherwise authorise you to do so in writing, you agree not to modify, copy, reproduce, republish, upload, post, transmit, rent, loan, sell, lease, licence, sub-licence, distribute or create content and/or derivative works relating to SBW, other than the Final Design and/or the Customer Materials.

Our Liability

We will try our best not to breach any of our obligations under these Terms and Conditions. If we do, and a court decides that we are liable to compensate you, you agree that our liability is limited as follows:

Only SBW will be liable to you for any breach of obligations, not any individual or member of staff connected with SBW.

SBW’s maximum liability for any claim by you whether in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with the provision of services pursuant to these Terms and Conditions shall be limited to the price paid by you for our services in the twelve months preceding the event that gives rise to liability.

We will only be liable for losses which are a direct result of our breach, and not for any indirect or consequential loss (including loss of profits, loss of business, loss of data, loss of anticipated savings, loss of goodwill or loss of opportunity). We will not be liable to the extent that any breach by us results from something you do or fail to do (such as, providing incorrect or inaccurate information and failing to provide information or Customer Materials when required).

Your Commitments

Eligibility requirements

You must be at least 18 years of age, and by completing our online form you agree to these Terms and Conditions and our website Privacy Policy. By asking for our services, you agree that you meet these eligibility requirements, that the information you include as part of the ordering process is complete and accurate and, if you are ordering services on behalf of a company, that you have the permission to do so. SBW may reserve the right to accept or reject your order in its sole discretion.

Your work

We will agree with you at the outset the scope of the work. We are not responsible for matters that are outside the scope of the work agreed. All prices are as quoted on our website. You must pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from any of the following acts or omissions by you: fraud, negligence, failure to perform or delay in the performance of any of your obligations.

Confidentiality

Your information

We will keep confidential all information about you and your business and not disclose it to anyone outside SBW without your consent. You hereby consent to disclosure in the following circumstances:

• in the proper handling of your work;
• to our professional indemnity insurers;
• to assessors in relation to any application by us for or the maintenance of a quality standard such as Investors in People,
• where compelled by law, such as a court order;
• in case studies for our own promotion.

Our information

Subject to (a) to (c) below you must keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by us, our employees, agents, consultants or subcontractors and any other confidential information concerning our business or our products or services which you may obtain.

(a) You may disclose such information:

(i) to your employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out your obligations relating to the work you have instructed us to carry out; and

(ii) as may be required by law, court order or any governmental or regulatory authority.

(b) You must ensure that any employees, officers, representatives, advisers, agents or subcontractors to whom you disclose such information comply with these provisions about confidentiality.

(c) You must not use any such information for any purpose other than to perform your obligations to us.

All materials, documents, equipment and tools, drawings, specifications and data supplied by us to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.

Ending our relationship

You may ask us to stop work on your project at any time. If so, please confirm that in writing. We may choose to stop acting for you, but only if we have good reason to do so (for example, if you continually do not give us clear and constructive feedback, or do not make a payment when due). If we stop working for you we are still entitled to be paid for what we have done, and may keep your work until we have been paid.

Jurisdiction

These terms and our relationship will be governed by English Law. We each submit to the exclusive jurisdiction of the English courts.

Agreement

Unless otherwise agreed, these terms of business apply to any instructions you have already given us and all future instructions you give us. Your continuing instructions in this matter will amount to your acceptance of these Terms and Conditions.