Terms & Conditions
TABLE OF CONTENTS
Company Details
Definitions
Abbreviations
Contract
Basis of Sale
Orders and Specification
Estimates
Fixed Price Quotations
Variations
Copyright/Ownership
Hour Rate Charges and Pricing
Hosting
Email
Domains
SEO Services
Project Commencement/Fulfilment
Project Credits
Content/Copywriting Services
Third Party Products and Services
Search Engine Results without on-going SEO
Invoicing and Payment Terms
Performance
Liability and Damages
Termination and Customer/Buyer Default
Refund Policy
COMPANY DETAILS
Sdgwebdesign.com is a site operated by Smart Domain Group Ltd
We are registered in England under company number 04014191, with our registered office and main trading address at:Britannia House18 Second AvenueChathamKentME4 5AU
Our VAT number is 126 9109 14
By purchasing goods and/or services from Smart Domain Group Ltd you enter a legally binding contract with us on the following terms. You should read and understand these terms because the affect your rights and liabilities.
DEFINITIONS
Hosting Provider Company refers to the specialist companies, such as UKFast from whom Smart Domain Group Ltd contract their Dedicated Web Servers.
A Project can be a website, database system, search engine optimisation work, letterhead, or any other service provided by Smart Domain Group to the Customer.
"Frustrates" is a term used to describe were one party to a contract acts in a way so as to make it unrealistic for the other party to carry out their part of the contract.
The word "contract" as it appears in these terms and conditions shall mean the contract between Smart Domain Group Ltd and the Customer, which will be based on the terms and conditions contained within this document.
ABBREVIATIONS
SDG stands for Smart Domain Group Ltd.
SLA stands for Service Level Agreement.
ISP stands for Internet Service Provider.
HPC stands for Hosting Provider Company.
AUP stands for Acceptable Usage Policy
CONTRACT
The Terms and Conditions contained herein apply to all SDG Customers unless agreed in writing to the contrary. No other contract T&C shall apply unless specifically agreed in writing between SDG and the Customer. In the event of any ambiguity between these Terms and Conditions and any terms agreed in writing between SDG and the Customer then these Terms and Conditions will apply.
Our standard SLA - Service Level Agreement applies to all of our Customers unless agreed specifically with a Customer and SDG in writing to the contrary.
Our AUP (Click here to read) applies to all of our Customers unless agreed specifically with a Customer and SDG in writing to the contrary
The Customer may not assign the benefit of the Contract without the written consent of SDG.
The Contract shall be governed by the laws of England
The Uniform Laws on the International Sale of Goods laid down in the 1980 United Nations Convention shall not apply unless expressly agreed between the parties in writing.
BASIS OF SALE
SDG employees or agents are not authorised to make any representations or claims concerning the Service/Product unless confirmed by SDG in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
Any typographical, clerical or other accidental errors or omissions in sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by SDG shall be subject to correction without any liability on the part of SDG.
ORDERS AND SPECIFICATION
No order submitted by the Customer shall be deemed to be accepted by SDG unless and until confirmed in writing by an authorised representative of SDG.
The specification for the Products/Services shall be those set out in SDG's sales documentation.
SDG reserves the right to make changes in the specification of the Products/Services.
ESTIMATES
SDG will provide Customers with initial estimates for Projects on request. The final Project sum may vary from the initial estimate. An estimate as opposed to fixed price quotation is useful when the actual project sum cannot be reasonably or accurately ascertained at the onset.
Work carried out against estimates will be charged in accordance with Clause 11 (Hourly Rate Charges and Pricing).
SDG will provide estimates in writing by Post or E-Mail to Customers, which will include a hyperlink to or hardcopy of these Terms and Conditions and our SLA. Acceptance by a Customer of an SDG estimate is subject to acceptance of these Terms and Conditions and our SLA, unless specifically agreed in writing between the Customer and SDG to the contrary.
FIXED PRICE QUOTATIONS
Whenever possible SDG will provide Customers with a fixed price quotation and detailed specification for a project.
Items omitted or added to the specification that accompanies a fixed price quotation will be treated as variations in accordance with Clause 9 (Variations).
SDG will provide quotations in writing by Post or E-Mail to Customers, which will include a hyperlink to or hardcopy of these Terms and Conditions and our SLA. Acceptance by a Customer of an SDG quotation is subject to acceptance of the Terms and Conditions and our SLA, unless specifically agreed in writing between the Customer and SDG to the contrary.
Fixed Price Quotations are valid for a maximum of 3 months unless otherwise stated.
VARIATIONS
The value of work included in a Fixed Price Quotation specification that is omitted will be valued and deducted from the final project sum.
Work that is in addition to that detailed in a Fixed Price Quotation specification will be valued and added to the final project sum.
COPYRIGHT/OWNERSHIP
The source code of all website web pages is provide for Customers use on a license basis for single use and remains the intellectual property of SDG and may not be copied and used by any other party without the consent of SDG.
Scripts, CSS, Copy/Content and Include Files used within Customer websites remains the intellectual property of SDG and may not be copied and/or used by any other party without the consent of SDG.
The stored procedures, functions and triggers programmed in to SQL Databases remain the intellectual property of SDG and may not be copied and/or used by any other party without the consent of SDG.
The output of any design work for a Customer in a Project may not be used for any other purpose other than that stated in the sales agreement. If a Customer wishes to "re-purpose" any Design Material produced by SDG, they must contact SDG before doing so for permission and chargeable where applicable.
All Customer logo images, images unique to the Customer, i.e. of their premises, work force and their business, plus all written copy provided by the Customer, belong to the Customer and are covered under their copyright. SDG will not reuse Customer written content or images without the express permission of the Customer.
SDG shall not be held responsible for any Copyright Infringements as a result of material that is provided to SDG by the Customer for use on their Project where the copyright is not held by the Customer nor any material uploaded to SDG services by the Customer.
HOURLY RATE CHARGES AND PRICING
SDG will charge for services provided that are not included in any quotation or under the terms of Clause 12 (Hosting). The amount charged will be based on SDG's standard hourly rate (available on request), unless a different hourly rate has otherwise been agreed in writing.
SDG will review and may increase their standard hourly rate at any time.
There will be a minimum charge of 20 minutes.
The price of the Products/Services shall be the price listed in the SDG's published price list current at the date of acceptance of the Customer's order or such other price as may be agreed in writing by the Customer and SDG.
Where SDG has quoted a price for the Products/Services other than in accordance with SDG's published price list the price quoted shall be valid for Length of Time Price List remains valid only or such other time as SDG may specify.
The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Products/Services, which the Customer shall be additionally liable to pay to SDG.
HOSTING
SDG will quote a separate annual price for the hosting and associated technical support for Customer websites.
SDG will use their best endeavours, in conjunction with the HPC, to rectify the cause of any disruption in the hosting service of a Customer's website(s) and to minimise the duration of any such instances.
SDG will not be liable to the Customer for any compensation in respect of any down-time that may occur with the hosting of their website(s).
SDG will keep a separate local backup of all Customer website files and in the unlikely event of a hard drive failure or other technical failure with the dedicated web server will reinstate the website as quick as possible on a new or repaired web server.
All Online Websites and SQL Server databases used for Customer websites are regularly backed up by SDG's HPC and in the unlikely event of hard drive or other technical failure with the dedicated web server will be restored and/or re-connected to Customer website(s).
With regard to any images or download files uploaded to a Customer's website by a Customer it is the responsibility of the Customer to retain a copy of these on their local PC/LAN. In the unlikely event of hard drive failure or other technical failure with the dedicated web server it will be the responsibility of the Customer to re-upload these files.
SDG utilise various backup processes on their dedicated servers for all website folders and files and may, therefore, be able to avoid Customers having to re-upload files in accordance with Clause 12.8. This is not guaranteed by SDG so Customers should observe and be prepared, in the unlikely event, to comply with Clause 12.6.
In the event that a Customer wishes to move their website and/or SQL Server Database to another web server supported by another party, then SDG will cooperate fully, subject to all outstanding amounts being paid up in full, in advance, along with a negotiated fee to purchase the intellectual copyright of the source code etc. detailed in Clause 9 (Variations).
The option described under Clause 12.8 is not available to Customer websites that are linked to a shared SQL Server database. In this situation Customers can pay for their website data to be exported to a standalone SQL Server database, which can then be relocated.
The options described under Clause 12.8 is not available to our CMS Customer websites as the codebase/programming remains the property of SDG as detailed in Clause 10 (Copyright/Ownership). In this situation Customers are provided with an exported static (non-dynamic) version of their website and website content.
In the event that the Customer requires assistance with remedying a situation with their website that is not a technical fault caused by SDG or the HPC the time expended by SDG will be charged to the Customer in accordance with Clause 11 (Hourly Rate Charges & Pricing).
SDG will invoice for Hosting on an annual basis, yearly in advance. Invoices will be raised approximately 30 days prior to the commencement date and must be paid in full.
All Customers use of SDG's Hosting Services is subject to our Acceptable Usage Policy (AUP). SDG Hosting Services for Customers deemed to be in violation of our AUP will be suspended without advanced notice until rectified. If the violation of SDG's AUP is deemed serious enough or the violation is repeated after warning, then the service will be terminated indefinitely.
SDG utilises leading edge software to provide mail services. The amount and size of mailboxes a Customer is entitled to is dependent on the SLA/PCP Package subscribed to.
Additional mailboxes and increased storage sizes are available upon request and incur additional annual costs.
All E-Mail's, both incoming and outgoing are checked for viruses before delivery. SDG shall not be liable for damages as a result of any E-Mail being delivered still containing a virus. It is strongly recommended that the Customer installs their own Anti-Virus software also.
SDG are excluded from any liability to the Customer for any interruption or termination in the E-Mail service.
SDG will troubleshoot any problems reported by the Customer with their E-Mail. If the problem is due to an omission by SDG, then no charge will be made to the Customer. If the problem is not due to an omission by SDG, then the Customer will be charged in accordance Clause 11 (Hourly Rate Charges & Pricing).
SDG provides limited support for configuration of E-Mail to Mobile Devices. It is ultimately the Network Provider and/or Handset/Tablet Manufacturer's responsibility to provide this support and as such SDG retains the right to refer you to the Manufacturer/Network and/or charge for support for these devices see Clause 11 (Hourly Rate Charges and Pricing).
All Customers use of SDG's E-Mail Services is subject to our AUP (Acceptable Usage Policy) which can be found by clicking here. SDG E-Mail Services for Customers deemed to be in violation of our AUP will be suspended without advanced notice until rectified. If the violation of SDG's AUP is deemed serious enough or the violation is repeated after warning, then the service will be terminated indefinitely.
DOMAINS
SDG shall not be liable for errors made on the part of Domain Name naming authorities/registration agents.
Customers acknowledge that they cannot cancel any Domain Name once registered.
Customers acknowledge that Domain Names are only renewed upon full payment of Domain Name renewal fees. SDG will not be liable for any expired/lost domains as a result of late payment.
Domain Names that are renewed after the expiry date may be subject to a surcharge where applicable.
Customer requested transfers of domain names incur a £25+VAT charge per domain name payable prior to transfer.
SEO SERVICES
SDG will begin SEO work on your Project on receipt of Payment.
SDG does not hold Customers in a SEO contract but do require 30 days' notice if the Customer wishes to cancel their SDG SEO Service.
If SDG is to undertake SEO on a Project created by a Third Party and the Customer wishes to end their contract, it is the Customers responsibility to remove any access they have granted SDG.
If SDG does not receive a payment from the Customer, SDG will stop optimisation of the site until payment is received. This may negatively affect the Customers' Search Engine Results performance.
All payments for SDG SEO are non-refundable.
SDG will attempt to increase the rank of your website within Search Engines, there is however no guarantee applied and SDG accept no responsibility or liability to the Customer for the actual rankings achieved.
SDG shall not be liable for any SEO work the Customer performs without SDG's recommendation and/or knowledge that may negatively affect the Customers rankings and/or conversions. This includes but is not limited to link building and changes to the site content.
PROJECT COMMENCEMENT/FULFILMENT
Work on a Project by SDG will only commence when all relevant information requested from the Customer has been provided and any timeframes projected by SDG will only commence when this requirement has been fulfilled.
SDG will not set a Project live until all balances have been settled in full or an agreed payment plan at the time of sale is in place.
PROJECT CREDITS
SDG reserve the right to use Customer Websites, Marketing and/or SEO results as examples and/or case studies. This includes but is not limited to displaying images, screengrabs/captures of websites and/or logos in SDG marketing material in both electronic and traditional media formats.
SDG reserve the right to have accreditation placed on the footer of each page on our Customer websites unless agreed in writing to the contrary. If the Customer wishes to have this Credit removed there is an administrative charge of £250+VAT.
Should the Customer wish to host the site with another hosting company the Credit specified in Clause 17.2 must remain intact and unaltered.
CONTENT/COPYWRITING SERVICES
SDG shall not be responsible for the accuracy of any Content/Copy produced for the Customer. It is the Customers responsibility to ensure the Content/Copy is accurate and factually correct.
Content/Copy provided by SDG is for the sole use in/of the Project it was commissioned for and may not be used for any other purpose unless permission has been provided in writing to the contrary see Clause 10.4.
Content/Content provided by SDG found to be re-purposed/used in other material without permission will require repurchase by the Customer at the original cost.
THIRD PARTY PRODUCTS AND SERVICES
SDG will offer Customers Third Party services such as those offered by Google to enhance the performance of their websites.
SDG may include in quotations the setup and maintenance of such Third Party services. SDG will not be liable to the Customer for any interruption, "knock-on" effects as a result of updates/changes, non-performance, or cancellation of the provision by Third Parties of any such services.
In the event that the security of a Third Party product/service has been compromised access to the product/service will be immediately suspended without warning. It shall then be the responsibility of the Third Party product/service provider to ensure the security compromise has been corrected.
SDG shall not be liable for any disruptions whether partially or fully to Services/Products as a result of Internet Browser Updates and/or System Updates.
If there is any requirement for SDG to Support/Update/Develop Third Party Software/Products and/or Services or make updates to an SDG product that no longer works due to Third Party product/service updates, then this will be charged at our hourly rate see Clause 11 (Hourly Rate Charges) and in conjunction with Clause 7 (Estimates).
SEARCH ENGINE RESULTS WITHOUT ONGOING SEO
SDG are expert at designing and producing websites to perform well in the search engines. Clients whose websites only have the initial search engine optimisation when the new site is built and set live are unlikely to have the same results as those clients who have one of our ongoing SEO packages.
SDG accept no responsibility or liability to the Customer for the actual rankings achieved or how such rankings may vary over time.
INVOICING & PAYMENT TERMS
SDG standard payment terms are 30 days from the date of invoice.
Subject to any special terms agreed in writing or published on the website, SDG shall invoice the Customer and the Customer shall pay the price of the Goods/Services on the payment date stated on the invoice or Terms of Quotation, notwithstanding the delivery may not have taken place and/or that the Goods/Services have not passed to the Customer.
SDG will specify within estimates or quotes how a Project will be invoiced. When agreed by SDG large projects may be split in to a number of monthly invoices payable by Direct Debit.
All Projects where the payment is split over more than 3 months are to be payable by Direct Debit. A deposit by cheque or BACS and the remainder by Direct Debit
When a Project is to be paid by Direct Debit any and all service/product output is on a rental basis only until the final payment has been made. Failure to make a Monthly or Direct Debit payment when it is due will be subject to a £15+VAT non-refundable administration fee.
Cheques returned unpaid (bounced) will also incur a £15+VAT non-refundable administration fee.
SDG will not commence work on a Customer Project until a deposit has been paid in full and/or Payment Agreement has been made.
Customers entering a Direct Debit or Monthly Agreement with SDG do so with the express knowledge and acceptance that all payments are due if they decide not to proceed and it is after the first thirty days when the money back guarantee period is active.
SDG reserves the right to disable any/all services supplied to a Customer if any outstanding payments are due on the Customer's account.
PERFORMANCE
SDG will ensure that the specification quoted for/to the Customer, works as intended. In the event that the Customer reports that some part of the specification is not functioning correctly then SDG will investigate this and take corrective action, which will be at no expense to the Customer.
In the event that the Customer reports an issue which is related to a matter that falls outside of the project specification then SDG will investigate this and E-Mail the Customer a report and, if appropriate, a quote to carry out the extra work involved to resolve the issue.
LIABILITY AND DAMAGES
Unless expressly agreed in writing to the contrary SDG do not have any liability to the Customer for any delays in completing a project.
SDG do not have any liability to the Customer for the performance of a website, database or any other entity/service developed/setup for the Customer and/or its users.
SDG shall not be liable for the Copyright Infringement or Royalties owed from use of images, artwork, text or any other media provided by the Customer for use or subsequently uploaded to SDG servers by the Customer to their websites. The Customer must ensure that they own the Copyright to any such media provided to SDG and/or are free of Copyright.
The Customer is responsible for the legality of their website content in regards to applicable laws and regulations within the industry/marketplace they trade/operate in.
SDG can advise in the matters of Clause 23.4 but will not be held liable in the event of a dispute or action as a result of advice given. It is the Customers responsibility to seek professional legal advice.
SDG shall not be liable for disruption or damage of a Product/Service as a result of poor storage of Access Credentials or the setting of weak passwords (passwords that are easily guessed/cracked) by the Customer.
Except as expressly provided in these Conditions, SDG shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Customer (including, without limitation, loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of SDG, its servants or agents or otherwise) which arise out of or in connection with the supply of Services/Goods or their use or resale by the Customer.
TERMINATION AND CUSTOMER/BUYER DEFAULT
In the event that the Customer does not pay an invoice within 30 days of the due date, then SDG have the right to suspend all further works for that Customer until such time as payment is made in full.
In the event that the Customer does not pay a PCP/Annual Hosting invoice within 30 days of the due date, then SDG reserve the right to suspend (turn off) any/all services (Email, Website etc.) until such time as the invoice is paid in full.
In the event that the Customer becomes insolvent or goes in to liquidation SDG have the right to immediately terminate their contract with the Customer and invoice for the full value of project works carried out to that date, plus suspend any E-Mail or hosting services.
In the event that a Customer "frustrates" the progress of a project contract with SDG, for example not providing relevant information/content in order to complete a service specification, demanding functionality not included in the project specification etc. then SDG will be entitled to give 14 day's written notice to the Customer of the contract being terminated. If the Customer does not satisfactorily remedy the cause(s) of the frustration, within the 14 day notice period, then SDG will have the right to terminate the contract. SDG will invoice the Customer for the full value of works carried out to-date.
In the event of Clause 24.1, 24.2, 24.3, 24.4 without prejudice to any other right or remedy available to SDG, SDG shall be entitled to charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above HSBC (or such other bankers as SDG may notify) base rate from time to time, until payment in full is made (a part of a month being treated as full month for the purposed of calculating interest)
In the event that the Customer repeatedly or seriously violates SDG's AUP, SDG shall terminate all services provided to the Customer.
REFUND POLICY
Money Back Guarantee - When indicated on your invoice – If you are not happy with the quality or service provided by SDG we will offer a prompt refund of any monies paid any time up 30 days from the first invoice date. Only invoices clearly marked as Money Back Guarantee Applies are valid.
Cancellation Policy – If a Customer cancels a Project within 7 days and we have not started any work we will credit the debit or credit card the same day with all monies paid. If a Customer pays by cheque, we will offer the choice of a direct bank payment or we will issue a cheque within 24 hours. After 7 days a 30% levy will be applied for all cancelled orders unless the Money Back Guarantee is stated on the Customers invoice.
Domain Names – Domain names are non-refundable as they are purchased directly from Domain Name Authorities who do not accept cancellations.
Refunds for Digital Goods – Where SDG has completed Project and a digital handover/delivery to the Customer has already taken place (sending finished output/files to the Customer) such as Email Stationary, Letterheads, Content/Copy etc., a refund will not be possible because SDG cannot guarantee a copy of those files are not retained by the Customer.