Terms and conditions of service
SD1 HOURS OF BUSINESS
10:00 – 17:00 (GMT) Monday to Friday inclusive (excluding public, bank holidays and annual leave at my discretion and without requirement to provide notice of such)
The following are excluded from the scope of the Services offered by SD1.
- Negligent use of my work or of my application by you or any third party shall invalidate any warranty, support or claim against me for any loss, damage or injury howsoever caused.
- Unauthorised modifications by you or any third party shall invalidate any warranty, support or claim against me for any loss, damage or injury howsoever caused.
- Failure to provide any materials, digital or otherwise, to complete a project within a specified time-frame shall not prevent my rights to claim payment for work that I have completed, by return.
The following Guarantees shall be measured as follows.
- For the duration of your contract, I will ensure that the application is maintained and up to date to meet with the latest standards for the core technology.
- Periodic back-ups will be taken of the core application and it’s design which will serve as a restore point in the unlikely event if a system failure.
- A data download facility has been provided. This is your company data and may hold sensitive or personally identifiable information. As such I do not hold off-site backups of this data. You are encouraged to use this to download and back-up your form data from the application. In ordering a form system you accept this and understand that No responsibility is taken for the loss of form data howsoever caused.
My GDPR compliance services are designed to tackle the security, data encryption and data breach areas of your website and to help you meet with that area of due diligence that you are required to demonstrate under GDPR. All other aspects of GDPR relating to your business are out of my control and I will not be held liable for any actions or negligence on your part to fulfill your obligations within your business structure.
For the avoidance of doubt, you should always seek professional legal advice.
- Speed and performance guarantee shall be measured against GTMetrix benchmarks for Page Speed and Yslow scores. I guarantee to get an A rating.
- Security guarantees a A+ rating and shall be measured against https://securityheaders.com/.
- All of these guarantees shall be valid at the point of delivery and shall expire with immediate effect.
PRICE & PAYMENT
My hourly rates are:
- £125 per hour for consultant and advisory services.
- £85 per hour for project design, development and production services.
- Minimum charge is 1 hour.
VAT is not added at this stage.
Payment will be taken as follows:
- Projects under £500 payment in full in advance.
- Projects from £501 to £5000 payable as 50% deposit with balance by immediate return payment on delivery.
- Projects in excess of £5,000 payable as £2,500 deposit with regular instalments to meet with key production targets.
- Credit terms may be provided at my discretion.
Payment may be made by bank transfer. Faster payments services will ensure that payments are received immediately and works can commence or be completed for delivery.
If you do not pay the Fees by the relevant due date I reserve the right to take the following actions:
- charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
- and/or suspending the Services I provide to you. I will not be liable for any loss of data, revenue, business, leads, opportunities, damage to your business, or any other consequence arising from suspension of services where payment has not been made that may occur in relation to the suspension of the Services.
- I may set-off any liability that you may have to us against any liability that I may have to you.
These terms and conditions (“Terms”) shall govern any orders for services placed by a customer, defined as“you” or “your” on the website https://formapps.co.uk, the “Website”, managed by John Stutely, a sole trader, trading as SD1 and hereby referred to as “SD1”, “me”, “mine”, “my” or “I”.
Please read these conditions carefully before placing an order with SD1. By placing an order with me, you agree to be bound by these Terms.
Our Rights and Obligations
I aim to make your application run as fast and securely as practicably possible. It is not my responsibility to re-write or re-factor themes or plugins or any third party software or application, provided or otherwise, that do not function optimally or to your satisfaction.
I shall provide the Services to you using all reasonable care and skill.
I shall use reasonable endeavors to respond to queries and resolve issues raised by you in relation to your application website promptly.
I shall use reasonable endeavors to provide you with the Services in accordance with the Service specification as detailed on the Website. I reserve the right to make changes in the specification of the Services from time to time which do not materially affect their quality or performance.
The Services shall be provided during my usual working hours (09.30-17.00 GMT) Monday to Friday inclusive (excluding public, bank holidays and annual leave).
I may at my own discretion offer to perform work outside our standard hours, in which case I may charge you additional Fees if such work is required. Any out of hours work will not unless agreed, assume a high priority status.
My Services will be provided remotely unless otherwise agreed with you on a case by case basis. Any on-site services will be subject to additional Fees and expenses.
Whilst SD1 will use reasonable efforts to avoid disruptions to you when providing the Services, I take no responsibility for any issues that may arise in the application or in any errors in Third Party Plugins or Products. I will take a back-up of the entire system before the publication of any works. In the event of an application failure, I will revert to these backups to restore to it’s last known good configuration. Additional work in this area may attract an additional charge if the nature of the failure was out of my control.
Any login details, passwords or API keys should be passed to me in a safe and secure fashion under my advisement. I will accept no responsibility for loss of data, a data breach, any loss of business or damage caused where such details have been passed insecurely.
My security services are designed to protect your website against the most common forms of attack and to keep you ahead of the pack. No website will ever be 100% secure. I will NOT be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses as a result of a data breach, hack or malicious intrusion of any kind.
In the event of a data breach, hack or malicious intrusion I may, at my discretion, offer my services at my standard hourly rates to rectify the problems for you.
Your Rights and Obligations
By ordering my Services, you acknowledge and agree that the nature of the Services may require me to access sensitive commercial assets and you hereby provide your consent for me to do so and to provide me with all access login details, passwords and API keys to facilitate this for the duration of the project period.
You must ensure the timely delivery and accuracy of all materials or information provided to me. If I am unable to perform my obligations to you under these Terms because I have been prevented or delayed by you, such as your failure to do something requested of you, I will not be liable for any delays which may occur in the provision of my Services.
My Services are provided to you only, and you may not resell my Services to any third party.
Any Intellectual Property (IP) that you gain as a result of my consultation or from my development works remains my property and you may not resell or disclose such information to any third party.
You warrant that you have the legal right and authority to enter into and adhere to these Terms.
You agree to promptly notify me if your application website is not functioning correctly and not modify it, or attempt to fix it either yourself or to engage a third party to do so on your behalf in any way without our prior agreement.
After completion of any work that I do for you, you may write to me at [email protected] to explain why you consider the work has not been completed to your satisfaction. If I do not hear from you within this period, the work will be treated as complete and satisfactory.
You agree NOT to use My Systems in any way that: infringes the Intellectual Property Rights of any third party; violates any law or regulation; is defamatory, libellous, unlawfully threatening or unlawfully harassing; is pornographic or indecent; may damage the property, systems or data of others; involves risks of death, personal injury, property damage or environmental damage; involves life support systems, devices or applications; or breaches a contractual commitment between you and a third party.
It is your responsibility to ensure that prior to SD1 providing Services (on any occasion) that all critical data has been backed up and that appropriate recovery procedures are in place. In compliance applicable laws, SD1 is obliged to report any apparent infringements found on data during recovery or any other works pursuant to the Services.
It is your responsibility to ensure that the effectiveness of any Third Party Products supplied by SD1 are maintained and that such Third Party Products are updated from time to time when an update is made available.
You agree that you will not try to decompile or reverse engineer any of my development works or any Third Party Products. You will not try to use the Services for any purpose other than that for which they are offered to you.
Where the Services are to be performed by SD1 at your premises or any third party location, you are solely responsible for arranging any insurance against any loss or damage that may arise and ensuring that such premises are in a suitable condition for the provision of the Services.
The Services do not include the investigation, diagnosis or rectification of any fault or other problem resulting from:
- the negligent use or operation of the application
- modification or repair to the application or any Third Party plugins or applications made by anyone other than a person previously approved in writing by us;
- your failure to implement recommendations in respect of faults previously advised by us
- any breach by you of any of your obligations under these Terms.
- You may request us to provide the Services in respect of these matters, but if we agree to do so, we will be entitled to make an additional charge in accordance with our then-current standard rates.
Any orders placed by you will be treated as an offer to purchase Services and the application from me. When you place an order to purchase Services from SD1, we will send you a message confirming receipt of your order and containing the details of your order (the “Order Notification”). The Order Notification is an acknowledgment that we have received your order and does not confirm acceptance of your offer to purchase the Services.
We only accept your offer and conclude the contract of sale for my Services ordered by you, when I receive payment as per my Price and Payment schedule at the top of these terms.
By placing an order, you confirm that you have authority to bind any business on whose behalf you place an order for.
Term and Service Renewal
Unless otherwise stated for Hosting and Maintenance Services on the Website, each Hosting, Maintenance and Reporting Service types, where a monthly payment is specified, has a minimum term of 12 months.
At the end of the Initial Term or at the end of any 12 month period thereafter the Services will automatically renew to avoid any Service disruption to you. However, you can stop the renewal of the Initial Term or any Renewal Period by providing me with written notice at any time prior to the renewal date. I will also send you a notification by email at least 30 days prior to the automatic renewal date to let you know that the renewal is approaching and inform you of any changes to terms or pricing.
For the avoidance of doubt, the Services cannot be canceled part-way through the 12-month Term.
Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate these Terms with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:
- a breach by the Defaulting Party of its obligations under these Terms which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
- an event, including (or similar in nature to) the following:
- the Defaulting Party is unable to pay its debts as they fall due;
- the Defaulting Party goes into liquidation either compulsorily or voluntarily
- a receiver is appointed in respect of the whole or any part of the Defaulting Party;
- a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
- the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
- If these Terms terminate for any reason, notwithstanding any other provision, SD1 shall have no obligation to refund any Fees and all Fees payable by you to SD1 under these Terms will become due and payable immediately. This clause is without prejudice to any right by SD1 to claim for interest or any other right under these Terms.
- Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
Limitation of Liability and Indemnity
Nothing in these Terms limits or excludes the liability of either party for death or personal injury resulting from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
Neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
I will take reasonable care to keep the details of your orders and payment secure, but in the absence of negligence on our part, we cannot be liable for any loss you may suffer if a third party procures unauthorised access to any data provided by you when accessing or ordering from the Website.
SD1 does not warrant that the Services will be fit for any particular purpose and it is your responsibility to ensure that the Service specifications meet your requirements.
Unless otherwise stated, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
You will indemnify and keep SD1 and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by SD1 arising out of or in connection with any claim in relation to the data, information or materials provided by you either directly or indirectly to us which:
- infringe a third party’s Intellectual Property Rights; or
- are inaccurate or incomplete; or
- are defamatory, offensive, breach data protection or privacy laws or are otherwise illegal.
- A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
- In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
- to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under these Terms;
- not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under these Terms and provided that such officers, employees, consultants, agents, and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in these Terms); and
- to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
- Nothing in these Terms will prevent the Receiving Party from using or disclosing any Confidential Information which:
- is in or comes into the public domain in any way without breach of these Terms by the Receiving Party or any person or entity to whom it makes the disclosure;
- the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
- the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
- is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
- is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
- This clause shall survive termination of these Terms, however, arising.
You warrant that you have the legal right to disclose all Personal Data that you disclose to SD1 through the Services or Systems and that the processing of that Personal Data by SD1 for the purposes of, and in accordance with, these Terms will not breach any applicable laws.
SD1 warrants that:
- It will act only on your instructions in relation to the processing of any Personal Data performed by SD1 on your behalf; and
- it has in place appropriate security measures against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by SD1 on your behalf.
You agree to maintain public liability insurance, employer’s liability insurance and insurance covering loss of data and equipment failure.
Amendments to these Terms
- SD1 reserves the right at any time to modify these Terms or the Services and to impose new or additional terms or conditions. If you continue to use the Services after being notified of any such modification or additional terms, you will be deemed to have accepted these changes and they will be incorporated into the contract between the parties.
- no variation of these Terms will be effective unless it is in writing and signed by the authorised representatives of the parties.
Neither party shall be liable for any delay in performing or failure to perform (other than a payment obligation) due to any act of God, war, strike lock-out, industrial action, fire, flood, drought, tempest or any other event beyond the reasonable control of either party. Such delay or failure will not constitute a breach of these Terms and time for the performance of the affected obligations will be extended by such period as is reasonable. If a force majeure event prevents, hinders or delays the affected party’s performance of its obligations for a continuous period of more than four weeks, the party not affected by the event may terminate the order immediately by giving written notice to the affected party.
These Terms are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts. English is the only language offered for the conclusion of the contract between us.