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TERMS AND CONDITIONS

 

BACKGROUND:

 

The following Terms and Conditions is an agreement between you, the User of this Website and Say Digital Design LLP, the owner of this Website for the purposes of web site design and development and/or web site maintenance.

By using this website and/or any of our services, you are agreeing to be bound by the following Terms and Conditions. You will be presented with this information on the Checkout page. Ordering via any other method also binds you to these Terms and Conditions.  If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.

 

  1. Definitions and Interpretation

In this Terms and Conditions the following terms shall have the following meanings:

 

“Account”   

 

“Client”

means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Website;means a User who purchases one or more of the services;
Content means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;
“the Company means Say Digital Design LLP, a company registered in England and Wales under company number OC367446 with its registered office at 28 Chichester Drive West, Saltdean Brighton BN2 8SH;
Service means collectively any online facilities, tools, services or information that the Company makes available through the Website either now or in the future;
“Services” means the services available to you through this Website, specifically the development of websites using WordPress themes (Swarm) and the maintenance of websites built with WordPress (Swarm+);
“Payment Information” means any details required for the purchase of Services from this Website.  This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;
“Purchase Information” means collectively any orders, invoices, receipts or similar that may be in hard copy or electronic form;
“Premises” Means our place of business located at The Old Candlemakers, West Street, Lewes, East Sussex, BN7 2NZ, United Kingdom;
System means any online communications infrastructure that the Company makes available through the Website either now or in the future.  This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
“User” / “Users” means any third party that accesses the Website and is not employed by the Company and acting in the course of their employment; and
“Website” means the website that you are currently using (wpswarm.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

 

  1. Business Customers

These Terms and Conditions apply to business customers only.

  1. Intellectual Property

3.1      Subject to the exceptions in Clause 4 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of the Company, our affiliates or other relevant third parties.  By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

3.2      Subject to Clause 5 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by the Company.

  1. Third Party Intellectual Property

4.1     Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

4.2     Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

  1. Fair Use of Intellectual Property

Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

  1. Links to Other Websites

This Website may contain links to other sites. Any such links are provided for your information only. Unless expressly stated, these sites are not under the control of the Company or that of our affiliates.  We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.  The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

  1. Links to this Website

Those wishing to place a link to this Website on other sites may do so only to the home page of the site, wpswarm.com, without prior permission, but you must not establish a link in such a way as to infer any association or endorsement by the Company where none exists. Deep linking (i.e. links to specific pages within the site) requires the express permission of the Company.  To find out more please contact us by email at hello@wpswarm.com.

  1. Use of Communications Facilities

8.1      When using the communications facilities on the Website you should do so in accordance with the following rules:

8.1.1     You must not use obscene or vulgar language;

8.1.2     You must not submit Content that is unlawful or otherwise objectionable.  This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

8.1.3     You must not submit Content that is intended to promote or incite violence;

8.1.4     It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;

8.1.5     The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

8.1.6     You must not impersonate other people, particularly employees and representatives of the Company or our affiliates; and

8.1.7     You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.

8.2      You acknowledge that the Company reserves the right to monitor any and all communications made to us or using our System.

8.3      You acknowledge that the Company may retain copies of any and all communications made to us or using our System.

8.4      You acknowledge that any information you send to us through our System or post on the chat service may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information.  Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.

  1. Accounts

9.1      In order to procure Services on this Website you are required to create an Account which will contain certain personal details. We do not require payment information until you wish to make a purchase.  By continuing to use this Website you represent and warrant that:

9.1.1     all information you submit is accurate and truthful;

9.1.2     you have permission to submit Payment Information where permission may be required; and

9.1.3     you will keep this information accurate and up-to-date.

Your creation of an Account is further affirmation of your representation and warranty.

9.2      It is recommended that you do not share your Account details, particularly your username and password.  The Company accepts no liability for any losses or damages incurred as a result of your Account details being shared by you.  If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

9.3      If you have reason to believe that your Account details have been obtained by another without consent, you should contact the Company immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending.  Please be aware that orders or payments can only be cancelled up until provision of Services has commenced.  In the event that an unauthorised provision commences prior to your notifying us of the unauthorised nature of the order or payment, the Company will suspend provision of Services and the withdrawal of any scheduled payments pending investigation.  Following investigation, it shall be determined whether or not to cancel the Services and make a full or partial refund of the payment.

9.4      When choosing your username you are required to adhere to the terms set out above in Clause 8.  Any failure to do so could result in the suspension and/or deletion of your Account.

  1. Termination and Cancellation

10.1    Either the Company or you may terminate your Account.  If the Company terminates your Account, you will be notified by email and an explanation for the termination will be provided.  Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

10.2    If the Company terminates your Account, any pending orders or payments on your Account will be cancelled and provision of Services will not commence.

10.3    The Company reserves the right to cancel orders or payments without stating reasons, for any reason prior to processing payment or commencing Services provision.

10.4    If orders or payments are cancelled for any reason prior to commencement of Services provision you will be refunded any monies paid in relation to those purchases.

10.5    If you terminate your Account following commencement of Services provision any monies paid in relation to such Services provision will not be repaid.

  1. Services, Pricing and Availability

11.1    Whilst every effort has been made to ensure that all descriptions of Services available from the Company correspond to the actual Services, the Company is not responsible for any variations from these descriptions.  This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Services, not different Services altogether.  Please refer to sub-Clause 12.5 for incorrect Services.

11.2    Where appropriate, you will be required to select the required package of Services.

11.3    With regard to Swarm+ services each request is subject to a maximum of 30 minutes development as determined by the Company. Requests that would typically fall within this category include but not exclusively WordPress CMS and plugin updates, image manipulation, bug fixes, increasing site speed, content population and addition of Google Analytics.

11.4    The Company does not represent or warrant that such Services will be available.  Availability indications are not provided on the Website.

11.5    All pricing information on the Website is correct at the time of going online.  The Company reserves the right to change prices and alter or remove any special offers from time to time and as necessary.

11.6    In the event that prices are changed during the period between an order being placed for Services and the Company processing that order and taking payment, provision of Services shall commence as per your order and you will be charged the original price.

11.7    In the event that the monthly charge for the Swarm+ services is changed you will receive 6 weeks prior notice by email.

11.8    Prices shown on the website do not include VAT.  The Company’s VAT number is 167331213.

  1. Payment and Provision of Services

12.1   No contract for the supply of services exists between you and the Company until you purchase one or more of the services available through the website Checkout.  In certain circumstances with respect to Swarm services (but not Swarm+ services) the Company may accept an initial deposit of 50% with balance due on completion in which case invoices will be sent to you for the initial and final payments.  The initial  invoice equals acceptance by the Company of the your offer to purchase services from the Company and this acceptance of work is a valid contract between you and Company regardless of whether you receive the invoice.

12.2   The Company reserves the right to withdraw the from contract at any time prior to acceptance

  • 3 The Company shall use its best endeavours to provide the Services with reasonable skill and care.
  • 4 Provision of all Services shall be subject to the Terms and Conditions pertaining directly to those Services.

12.5   In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact us within 10 days to inform us of the mistake.  The Company will ensure that any necessary corrections to the Services provided are made within 7 working days.

12.6   The Company reserves the right to exercise discretion with respect to any alterations to Services under the provisions of this Clause 12.  Factors which may be taken into account in the exercise of this discretion include, but are not limited to:

12.6.1  Any use or enjoyment that you may have already derived from the Services;

  • 6.2 Any characteristics of the Services which may mean that cessation of provision is impossible without significant further work on the part and at the expense of the Company.

Such discretion to be exercised only within the confines of the law.

13. Privacy

13.1 Use of the Website is also governed by our Privacy Policy <<Privacy Policy [add html code to make this into a link]>> which is incorporated into these terms and conditions by this reference.  To view the Privacy Policy, please click on the link above.

13.2   The Website places the following cookies onto your computer or device.  These cookies are used for the purposes described herein.  By accepting these Terms and Conditions, you are giving consent to the Company to place cookies on your computer or device.  Please read the information contained in the Privacy Policy prior to acceptance.

13.3   If you wish to opt-out of our placing cookies onto your computer or device, please adjust your internet browser’s settings to restrict cookies as detailed in your in your internet browser’s help menu.  You may also wish to delete cookies which have already been placed.  For instructions on how to do this, please consult your internet browser’s help menu.

14. Disclaimers

14.1   The Company makes no warranty or representation that this Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.

14.2   No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

14.3   Whilst the Company uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

15. Changes to the Service and these Terms and Conditions

The Company reserves the right to change this Website, its Content or these Terms and Conditions at any time.  You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes.  If the Company is required to make any changes to Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

16. Availability of the Website

16.1 This Website is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults.  To the maximum extent permitted by law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

16.2   The Company accepts no liability for any disruption or non-availability of this Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

17. Limitation of Liability

17.1   Nothing in the Terms and Conditions will:

 

(a)     limit or exclude the liability of a party for death or personal injury resulting from negligence;

 

(b)     limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

 

(c)    limit any liability of a party in any way that is not permitted under applicable law; or

 

(d)    exclude any liability of a party that may not be excluded under applicable law.

 

17.2   The limitations and exclusions of liability set out in this Clause 17 and elsewhere in the Terms and Conditions:

 

(a)     are subject to Clause 17.1;

 

(b)     govern all liabilities arising under the Terms and Conditions or in relation to the subject matter of the Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty;

 

17.3   The Company will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

 

17.4   The Company will not be liable for any loss of business, contracts or commercial opportunities.

 

17.5   The Company will not be liable for any loss of or damage to goodwill or reputation.

 

17.6   The Company will not be liable in respect of any loss or corruption of any data, database or software.

 

17.7   The Company will not be liable in respect of any special, indirect or consequential loss or damage.

 

17.8   The Company will not be liable for any losses arising out of a Force Majeure Event.

 

17.9   For the Swarm+ service the Company’s liability in relation to any event or series of related events will not exceed the total amount paid and payable by the Client to the Company under the Terms and Conditions for the one month period immediately preceding the event or events giving rise to the claim.

 

17.10 For the Swarm+ service the Company’s aggregate liability under the Terms and Conditions  will not exceed the total amount payable by the Client to the Company under the Terms and Conditions

17.11 Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions.  This term shall apply only within jurisdictions where a particular term is illegal.

18. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

19. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

20. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party.  The agreement created by these Terms and Conditions is between you and the Company.

21. Communications

21.1   All notices / communications shall be given to us either by post to our Premises (see address above) or by email to hello@wpswarm.com.  Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

21.2   The Company may from time to time send you information about our products and/or services.  If you do not wish to receive such information, please click the “unsubscribe” link in any email which you receive from us..

22. Law and Jurisdiction

These Terms and Conditions and the relationship between you and the Company shall be governed by and construed in accordance with the Law of England and Wales and the Company and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

 

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