Swift Create Ltd is a registered company in England and Wales, with registration number 13820582.
Our registered office address is: Swift Create Limited, 20-22 Wenlock Road, London, N1 7GU. Our Head Office address is: 148 Leigh Road Leigh, Greater Manchester WN7 1SJ. Please note that our Head Office is a shared space, rented from a third party non-profit organisation.
Swift Create Ltd provisions business banking services from Tide Platform Limited, in partnership with ClearBank Ltd, a FCA regulated bank registered in England.
Swift Create Ltd is a service provider, provisioning technology services for clients, both in the public and private sectors. Our services include, but are not limited to: software development, web-based development and consultancy in various areas of Information Technology.
For more information, please contact us.
- Introduction
1.1 We are committed to safeguarding the privacy of our website visitors and service users; in this policy we explain how we will handle your personal data.
1.2 By using our website and agreeing to this policy, you consent to our use of cookies in accordance with the terms of this policy.
- How we use your personal data
2.1 In this Section 2 we have set out:
(a) the general categories of personal data that we may process;
(b) in the case of personal data that we did not obtain directly from you, the source and specific categories of that data;
(c) the purposes for which we may process personal data; and
(d) the legal bases of the processing.
2.2 We may process data about your use of our website and services (“usage data“). The usage data may include your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your service use. The source of the usage data is our analytics tracking system. This usage data may be processed for the purposes of analysing the use of the website and services. The legal basis for this processing is consent OR our legitimate interests, namely monitoring and improving our website and services.
2.3 We may process your account data (“account data“). The account data may include your name and email address. The source of the account data is you or your employer. The account data may be processed for the purposes of operating our website, providing our services, ensuring the security of our website and services, maintaining back-ups of our databases and communicating with you. The legal basis for this processing is consent OR our legitimate interests, namely the proper administration of our website and business OR the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract.
2.4 We may process your information included in your personal profile on our website (“profile data“). The profile data may include your name, address, telephone number, email address, profile pictures, gender, date of birth, relationship status, interests and hobbies, educational details and employment details. The profile data may be processed for the purposes of enabling and monitoring your use of our website and services. The legal basis for this processing is consent OR our legitimate interests, namely the proper administration of our website and business OR the performance of a contract between you and us and/or taking steps, at you request, to enter into such a contract
2.5 We may process information that you post for publication on our website or through our services (“publication data“). The publication data may be processed for the purposes of enabling such publication and administering our website and services. The legal basis for this processing is consent OR our legitimate interests, namely the proper administration of our website and business OR the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract.
2.6 We may process information contained in any enquiry you submit to us regarding goods and/or services (“enquiry data“). The enquiry data may be processed for the purposes of offering, marketing and selling relevant goods and/or services to you. The legal basis for this processing is consent.
2.7 We may process information relating to transactions, including purchases of goods and services, that you enter into with us and/or through our website (“transaction data“). The transaction data may include your contact details, your card details and the transaction details. The transaction data may be processed for the purpose of supplying the purchased goods and services and keeping proper records of those transactions. The legal basis for this processing is the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract and our legitimate interests, namely our interest in the proper administration of our website and business
2.8 We may process information that you provide to us for the purpose of subscribing to our email notifications and/or newsletters (“notification data“). The notification data may be processed for the purposes of sending you the relevant notifications and/or newsletters. The legal basis for this processing is consent OR the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract
2.9 We may process information contained in or relating to any communication that you send to us (“correspondence data“). The correspondence data may include the communication content and metadata associated with the communication .Our website will generate the metadata associated with communications made using the website contact forms. The correspondence data may be processed for the purposes of communicating with you and record-keeping. The legal basis for this processing is our legitimate interests, namely the proper administration of our website and business and communications with users.
2.10 We may process any of your personal data identified in this policy where necessary for the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure. The legal basis for this processing is our legitimate interests, namely the protection and assertion of our legal rights, your legal rights and the legal rights of others.
2.11 We may process any of your personal data identified in this policy where necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, or obtaining professional advice. The legal basis for this processing is our legitimate interests, namely the proper protection of our business against risks.
2.12 In addition to the specific purposes for which we may process your personal data set out in this Section 2, we may also process any of your personal data where such processing is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.
2.13 Please do not supply any other person’s personal data to us, unless we prompt you to do so.
- Providing your personal data to others
3.1 We may disclose your personal data to any member of our group of companies (this means our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes, and on the legal bases, set out in this policy.
3.2 We may disclose your personal data to our insurers and/or professional advisers insofar as reasonably necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, obtaining professional advice, or the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.
3.3 Financial transactions relating to our website and services are OR may be handled by our payment services providers. We will share transaction data with our payment services providers only to the extent necessary for the purposes of processing your payments, refunding such payments and dealing with complaints and queries relating to such payments and refunds.
3.4 We may disclose your enquiry data to one or more of those selected third party suppliers of goods and services identified on our website.
3.5 In addition to the specific disclosures of personal data set out in this Section 3, we may disclose your personal data where such disclosure is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person. We may also disclose your personal data where such disclosure is necessary for the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.
- International transfers of your personal data
4.1 In this Section 4, we provide information about the circumstances in which your personal data may be transferred to countries outside the European Economic Area (EEA).
4.2 We and our other group companies have offices and facilities in the United Kingdom.
4.3 The hosting facilities for our website are situated in United Kingdom.
4.4 You acknowledge that personal data that you submit for publication through our website or services may be available, via the internet, around the world. We cannot prevent the use (or misuse) of such personal data by others.
- Retaining and deleting personal data
5.1 This Section 5 sets out our data retention policies and procedure, which are designed to help ensure that we comply with our legal obligations in relation to the retention and deletion of personal data.
5.2 Personal data that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes.
5.3 We will retain your personal data as follows:
(a) Personal data category or categories will be retained for a minimum period of six years following the date of the final correspondence and for a maximum period of 15 years following the date of the final correspondence.
5.4 Notwithstanding the other provisions of this Section 5, we may retain your personal data where such retention is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.
- Amendments
6.1 We may update this policy from time to time by publishing a new version on our website.
6.2 You should check this page occasionally to ensure you are happy with any changes to this policy.
6.3 We may notify you of changes to this policy by email or through the private messaging system on our website or using the online form on the Delete My Data page of the website.
- Your rights
7.1 You may instruct us to provide you with any personal information we hold about you; provision of such information will be subject to:
(a) the payment of a fee (currently fixed at GBP 10); and
(b) the supply of appropriate evidence of your identity (for this purpose, we will usually accept a photocopy of your passport certified by a solicitor or bank plus an original copy of a utility bill showing your current address).
7.2 We may withhold personal information that you request to the extent permitted by law.
7.3 You may instruct us at any time not to process your personal information for marketing purposes.
7.4 In practice, you will usually either expressly agree in advance to our use of your personal information for marketing purposes, or we will provide you with an opportunity to opt out of the use of your personal information for marketing purposes.
- Your rights
8.1 In this Section 8, we have summarised the rights that you have under data protection law. Some of the rights are complex, and not all of the details have been included in our summaries. Accordingly, you should read the relevant laws and guidance from the regulatory authorities for a full explanation of these rights.
8.2 Your principal rights under data protection law are:
(a) the right to access;
(b) the right to rectification;
(c) the right to erasure;
(d) the right to restrict processing;
(e) the right to object to processing;
(f) the right to data portability;
(g) the right to complain to a supervisory authority; and
(h) the right to withdraw consent.
8.3 You have the right to confirmation as to whether or not we process your personal data and, where we do, access to the personal data, together with certain additional information. That additional information includes details of the purposes of the processing, the categories of personal data concerned and the recipients of the personal data. Providing the rights and freedoms of others are not affected, we will supply to you a copy of your personal data. The first copy will be provided free of charge, but additional copies may be subject to a reasonable fee.
8.4 You have the right to have any inaccurate personal data about you rectified and, taking into account the purposes of the processing, to have any incomplete personal data about you completed.
8.5 In some circumstances you have the right to the erasure of your personal data without undue delay. Those circumstances include: the personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed; you withdraw consent to consent-based processing; you object to the processing under certain rules of applicable data protection law; the processing is for direct marketing purposes; and the personal data have been unlawfully processed. However, there are exclusions of the right to erasure. The general exclusions include where processing is necessary: for exercising the right of freedom of expression and information; for compliance with a legal obligation; or for the establishment, exercise or defence of legal claims.
8.6 In some circumstances you have the right to restrict the processing of your personal data. Those circumstances are: you contest the accuracy of the personal data; processing is unlawful but you oppose erasure; we no longer need the personal data for the purposes of our processing, but you require personal data for the establishment, exercise or defence of legal claims; and you have objected to processing, pending the verification of that objection. Where processing has been restricted on this basis, we may continue to store your personal data. However, we will only otherwise process it: with your consent; for the establishment, exercise or defence of legal claims; for the protection of the rights of another natural or legal person; or for reasons of important public interest.
8.7 You have the right to object to our processing of your personal data on grounds relating to your particular situation, but only to the extent that the legal basis for the processing is that the processing is necessary for: the performance of a task carried out in the public interest or in the exercise of any official authority vested in us; or the purposes of the legitimate interests pursued by us or by a third party. If you make such an objection, we will cease to process the personal information unless we can demonstrate compelling legitimate grounds for the processing which override your interests, rights and freedoms, or the processing is for the establishment, exercise or defence of legal claims.
8.8 You have the right to object to our processing of your personal data for direct marketing purposes (including profiling for direct marketing purposes). If you make such an objection, we will cease to process your personal data for this purpose.
8.9 You have the right to object to our processing of your personal data for scientific or historical research purposes or statistical purposes on grounds relating to your particular situation, unless the processing is necessary for the performance of a task carried out for reasons of public interest.
8.10 To the extent that the legal basis for our processing of your personal data is:
(a) consent; or
(b) that the processing is necessary for the performance of a contract to which you are party or in order to take steps at your request prior to entering into a contract, and such processing is carried out by automated means, you have the right to receive your personal data from us in a structured, commonly used and machine-readable format. However, this right does not apply where it would adversely affect the rights and freedoms of others.
8.11 If you consider that our processing of your personal information infringes data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection. You may do so in the EU member state of your habitual residence, your place of work or the place of the alleged infringement.
8.12 To the extent that the legal basis for our processing of your personal information is consent, you have the right to withdraw that consent at any time. Withdrawal will not affect the lawfulness of processing before the withdrawal.
8.13 You may exercise any of your rights in relation to your personal data by written notice to us.
- About cookies
9.1 A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.
9.2 Cookies may be either “persistent” cookies or “session” cookies: a persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date; a session cookie, on the other hand, will expire at the end of the user session, when the web browser is closed.
9.3 Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you may be linked to the information stored in and obtained from cookies.
- Cookies that we use
10.1 We use cookies for the following purposes:
(a) authentication – we use cookies to identify you when you visit our website and as you navigate our website
(b) status – we use cookies to help us to determine if you are logged into our website
(c) personalisation – we use cookies to store information about your preferences and to personalise the website for you
(d) security – we use cookies [as an element of the security measures used to protect user accounts, including preventing fraudulent use of login credentials, and to protect our website and services generally
(e) advertising – we use cookies [to help us to display advertisements that will be relevant to you
(f) analysis – we use cookies to help us to analyse the use and performance of our website and services
(g) cookie consent – we use cookies [to store your preferences in relation to the use of cookies more generally
- Cookies used by our service providers
11.1 Our service providers use cookies and those cookies may be stored on your computer when you visit our website.
11.2 We use Google Analytics to analyse the use of our website. Google Analytics gathers information about website use by means of cookies. The information gathered relating to our website is used to create reports about the use of our website. Google’s privacy policy is available at: https://www.google.com/policies/privacy/.
11.3 We publish Google AdSense interest-based advertisements on our website. These are tailored by Google to reflect your interests. To determine your interests, Google will track your behaviour on our website and on other websites across the web using cookies.
- Managing cookies
12.1 Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can however obtain up-to-date information about blocking and deleting cookies via these links:
(a) https://support.google.com/chrome/answer/95647?hl=en (Chrome);
(b) https://support.mozilla.org/en-US/kb/enable-and-disable-cookies-website-preferences (Firefox);
(c) http://www.opera.com/help/tutorials/security/cookies/ (Opera);
(d) https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies (Internet Explorer);
(e) https://support.apple.com/kb/PH21411 (Safari); and
(f) https://privacy.microsoft.com/en-us/windows-10-microsoft-edge-and-privacy (Edge).
12.2 Blocking all cookies will have a negative impact upon the usability of many websites.
12.3 If you block cookies, you will not be able to use all the features on our website.
- Our details
13.1 This website is owned and operated by Swift Create Ltd
13.2 We are registered in England and Wales under registration number 13820582 and our registered office is at 20-22 Wenlock Road, London, N1 7GU.
13.3 Our principal place of business is at 148 Leigh Road Leigh, Greater Manchester WN7 1SJ.
13.4 You can contact us:
(a) by post, to the postal address given above;
(b) using our website contact form;
(c). by email, using the email address published on our website from time to time
- Data protection officer
14.1 Our data protection officer’s contact details are: Mr M Clare, Swift Create Ltd, 148 Leigh Road Leigh, Greater Manchester WN7 1SJ.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Terms of Website Use
These terms of use (together with the documents referred to in them) tells you the terms of use on which you may make use of our website www.swiftcreate.co.uk (“our site”), whether as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site.
Please read these terms of use carefully before you start to use our site. We recommend that you print a copy of this for future reference.
By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms of use, you must not use our site.
Other Applicable Terms
These terms of use refer to the following additional terms, which also apply to your use of our site:
- Our Privacy Policy which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
If you order services from our site, our Terms and Conditions will apply to the services.
Information About Us
www.swiftcreate.co.uk is a site operated by Swift Create Ltd (“We“). We are registered in England and Wales under company number 13820582 and have our registered office at Swift Create Limited, 20-22 Wenlock Road, London, N1 7GU.
Changes to These Terms
We may revise these terms of use at any time by amending this page.
Please check this page from time to time to take notice of any changes we made, as they are binding on you.
Changes to our Site
We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.
We do not guarantee that our site, or any content on it, will be free from errors or omissions
Accessing our Site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to our site.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
Accounts and Passwords
If, as part of the provision of any of our services, you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by contacting us here.
Intellectual Property Rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
No Reliance on Information
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
Limitation of our Liability
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
If you are a business user, please note that in particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any services by use to you, which will be set out in our Terms and Conditions.
Viruses
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Third Party Links and Resources In Our Site
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.
We have no control over the contents of those sites or resources.
Applicable Law
If you are a consumer, please note that these terms of use, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Contact Us
To contact us, please contact us here.
If you would like to remove/correct your information from our marketing software, or from our internal records then please contact us. Please ensure you provide details for all the information you would like removing/correcting.
Swift Create Ltd STANDARD SERVICE TERMS AND CONDITIONS
YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 10, WHICH SETS OUT OUR LIABLITY TO YOU.
All of the services provided by Swift Create Ltd (“the Services”) to you, the Customer, are subject to the following standard terms and conditions (“Conditions”).
These Conditions and the Schedules attached to them supersede all previous representations, understandings or agreements unless otherwise confirmed in writing by us.
- Interpretation – what does all the jargon mean?
1.1 The definitions and rules of interpretation in this clause apply in these Conditions and all definitions contained in the schedules and the Particulars.
Costs on Account: Costs paid on account prior to our commencing work for you.
Deliverables: all Documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to a Proposal or the Services in any form, including computer programs, data, reports and specifications (including drafts) the deliverables specified in the Proposal. For the avoidance of doubt this does not include ad-hoc reports which we are only required to provide to you on request but may provide to you in any event during the term of the contract.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Intellectual Property Rights (“IPR”): all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, chip topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Materials: all Documents, information and materials provided by you relating to the Services, including computer programs, data, reports and specifications or the in-put materials specified in the Proposal.
Our Equipment: any equipment, including tools, systems, cabling or facilities, provided by us or our subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between us under which title passes to you.
Particulars: the Particulars to this Agreement contained in page 1.
Pre-existing Materials: all Documents, information and materials provided by us relating to the Services which existed prior to the commencement of these Conditions, including computer programs, data, reports and specifications or the pre-existing materials specified in the Proposal.
Project: a project as described in the Proposal.
Project Milestones: a date by which a part of the Proposal is estimated to be completed, as set out in the Proposal.
Proposal: the detailed plan, confirmed in an email by from us, setting out the specific services and estimated timetable (including Project Milestones) and responsibilities for the provision of the Services agreed in accordance with clause 3.
Schedules: the schedules to these Conditions which are fully incorporated into these Conditions.
Services: the specific services to be provided by us as set out in a Proposal, together with any other services which we provide or agree to provide to you in accordance with the Schedules.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Your Equipment: any equipment, systems or facilities provided by you and used directly or indirectly in the supply of the Services.
- Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions. The schedules form part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the schedules.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- A reference to writingor written includes e-mail.
- Any obligation in these Conditions on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
- When does the agreement start and how long will it last?
2.1 We shall provide the Services to you from the date specified in the Proposal/Quote until expiry of the Term. If no date is specified in the proposal then from the date of proposal/quote sent to you. If no term is specified, then on-going until the deliverables are in use.
2.2 The Services supplied under these conditions shall continue to be supplied until the Project is completed in accordance with the Proposal and, after that, if a continuing service is being provided it shall continue to be supplied unless the Contract between us is terminated by us giving you not less than 7 days’ notice and you giving us two month’s notice to terminate from an anniversary of the date specified in the Proposal.
2.3 Once you have accepted the Proposal, we shall confirm that we are prepared to undertake your instructions, from which point the contract is formed between us.
2.4 In accordance with clause 7.8 if you have provided us with payment details we shall take payment automatically when payment becomes due for either a single payment or on the anniversary of a rolling contract unless notice is given in accordance with clause 2.2.
3.1 The Project shall be agreed in the following manner:
(a) where appropriate, you shall provide us with a request for a Proposal/Quote, setting out the requirements and specifications of the services which you are requesting from us, including a description of what work is to be done, dates by which each stage of the work is requested to be started and finished, Any test criteria as appropriate, Deliverables, Materials and such other information as we may request to allow us to prepare a draft Proposal;
(b) we shall, as soon as reasonably practicable, provide you with a draft Proposal; and
(c) there shall be no changes made to the Proposal without our express consent in writing.
3.2 Once the Proposal has been agreed, no amendment shall be made to it except in accordance with clause 6 and clause 14.
4.1 We shall use reasonable endeavours to manage and complete the Services, and to deliver the Deliverables to you, in accordance with the Proposal in all material respects.
4.2 We shall use reasonable endeavours to meet any performance dates specified in the Proposal, as agreed in writing, but any such dates shall be estimates only and time for performance by us shall not be of the essence of these Conditions.
4.4 Acceptance of the Deliverables shall be deemed to have taken place when you use any part of the Deliverables for any purpose.
4.5 Some of the Services we provide to you are hosted on platforms or websites owned by third parties. We do not provide any guarantees that the Services will be available at all times, and may be subject to downtime. We shall not be liable to you for any damages you may suffer (whether direct or indirect) as a result of any such downtime or interruption to the Services.
4.6 If we are providing Services to you which are hosted on third party servers, our Services to you are merely to provide content and we have no responsibility or liability for the hosting of the content.
4.7 In the event that the third party hosting services were interrupted, we would use our reasonable endeavours to do what we can to restore the hosting services and may migrate the content hosted on the third party server to another third party hosting provider. In the event that this was deemed necessary, charges may apply and you will be responsible for paying these charges. We will try and agree any such charges with you in advance, where possible.
4.8 We do not guarantee that any of the Services will be virus or error free or uninterrupted.
5.1 You shall:
- co-operate with us in all matters relating to the Services and appoint an authorised person to act as a point of contact in relation to the Services, who shall have the authority contractually to bind you on matters relating to the Services;
- provide images and any content in a digital form.
- if necessary, provide access to your premises and data, as required by us;
- provide, within 7 days of commencement of the contract, such Materials and other information as we may reasonably require, and ensure that it is accurate and complete in all material respects;
- ensure that all Your Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services;
- obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Our Equipment, the use of Materials and the use of Your Equipment in relation to Our Equipment; and
- keep and maintain Our Equipment in accordance with our instructions as notified in writing from time to time and not to dispose of or use the equipment other than in accordance with our written instructions or authorisation.
- Provide responses to all requested reviews within a 48 hour period.
5.2 If the performance of our obligations under these Conditions is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
5.3 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including 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) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under these Conditions, subject to us confirming such costs, charges and losses to you in writing.
5.4 You shall not, without our prior written consent, at any time from the date of these Conditions to the expiry of 12 months after the termination of these Conditions, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of ours.
5.5 Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing or data entry services and these will be payable by you on demand but will at all times be set out in our Proposal.
6.1 If you wish to change the scope or execution of the Services, you shall submit details of the requested change to us in writing.
6.2 Following your request, we shall, within a reasonable time, provide a written estimate to you of:
- the likely time required to implement the change;
- any necessary variations to our charges arising from the change;
- the likely effect of the change on the Proposal; and
- any other impact of the change on these Conditions.
6.3 If you wish us to proceed with the change, we have no obligation to do so unless and until we have agreed the necessary variations to our charges, the Services, the relevant Proposal and any other relevant terms of these Conditions to take account of the change and these Conditions has been varied in accordance with clause 14.
6.4 Notwithstanding clause 6.3, we may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. We may, from time to time and subject to your prior written consent, which shall not be unreasonably withheld or delayed, change the Services, provided that such changes do not materially affect the nature or quality of the Services and, where practicable, we will give you at least 14 days’ notice of any change.
6.5 We may charge for the time we spend assessing a request for change from you on a time and materials basis in accordance with clause 7.
6.6 We may provide technical support however this is provided at our own discretion and at an additional charge. For the avoidance of doubt this includes reconfiguring computers or resetting email addresses etc.
7.1 In consideration of the provision of the Services by us, you shall pay our charges which shall be on a fixed fee basis or on a time and materials basis as set out in the Particulars:
- the charges payable for the Services shall be calculated in accordance with our Proposal, as amended from time to time by us giving not less than three months’ written notice to you;
- our standard fee rates are calculated on an hourly basis for each individual person. Daily fee rates are calculated on the basis of an eight-hour day, worked between 9.00 am and 5.30 pm on weekdays (excluding public holidays);
- we shall be entitled to charge an overtime rate of 50% of the normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Project or Services outside the hours referred to in clause 7.1(b);
- all charges quoted to you shall be exclusive of VAT, which we shall add to our invoices at the appropriate rate if required by law;
- we shall invoice you in accordance with the Proposal and our invoice terms are 24 hours.
7.2 Where requested you must pay the Costs on Account in full before we provide you with the Services. All payment must be received before we provide you with the Deliverables. If agreed in writing by ourselves, we may offer a 50/50 model, where 50% of the total price is paid in advanced, and the remaining 50% paid upon ‘proof of concept’ of the Deliverables (but before provision or publication of Deliverables.
7.3 You agree that we may review and increase the charges set out in the Particulars, provided that such charges cannot be increased more than once in any 12 month period. We shall give you written notice of any such increase one month before the proposed date of that increase. If such increase is not acceptable to you, you may, within one week of such notice being received terminate the agreement by giving three month’s written notice to us.
7.4 You shall pay each invoice submitted to you by us, in full and in cleared funds.
7.5 Without prejudice to any other right or remedy that you may have, if you fail to pay us on the due date, we may:
- charge interest on such sum from the due date for payment at the annual rate of 8% above the base rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
- suspend all Services until payment has been made in full.
7.6 All sums payable to us under these Conditions shall become due immediately on its termination, despite any other provision. This clause 7.7 is without prejudice to any right to claim for interest under the law, or any such right under these Conditions.
7.7 We have the right to retain or remove the Deliverables (such as taking down your website, app or system) if sums payable to us remain due for five days or over.
7.8 If you have provided us with payment details we shall take payment automatically when payment becomes due for either a single payment or on the anniversary of a rolling contract unless notice is given in accordance with clause 2.2. You acknowledge that we shall not be responsible for loss you may suffer as a result of us taking payment using any details you have lodged with us. For the avoidance of doubt this includes any bank charges.
8.1 As between you and us, all Intellectual Property Rights and all other rights and all other Pre-existing Materials shall be owned by us but, upon full payment of any outstanding sums due to us for the Services, shall be licensed to you, free of charge, on a non-exclusive, worldwide basis. Until you receive confirmation in writing from us, all Intellectual Property Rights will remain in our ownership (even if full payment of any outstanding sums are cleared in full).
8.2 You acknowledge that, where we do not own any of the Pre-existing Materials, your use of rights in Pre-existing Materials is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
8.3 We own the Intellectual Property Rights arising from or connected in any way to the Services and they shall at all times be owned by us. You do not have any right to copy, duplicate, distribute, resell or give away any programming, coding CMS, Ecommerce solutions, shopping carts, database programming that we have undertaken during provision of the Services and provided to you without our written consent.
8.4 By supplying materials to us, you declare that you hold the appropriate Intellectual Property Rights in these, or a licence to use them. The ownership of such materials will remain with you, or rightful copyright or trademark owner. You will, however, provide us with a perpetual non-exclusive licence to use and modify the Intellectual Property Rights in the Materials for the purpose of providing the Services.
8.5 You undertake to defend us from and against any claim or action that the possession, use, development, modification or maintenance of the Materials (or any part thereof) infringes the Intellectual Property Rights of a third party (“Claim”) and shall fully indemnify and hold us harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any such Claim.
9.1 You shall 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 to you by us, our employees, agents, consultants or subcontractors and any other confidential information concerning our business or its products which you may obtain.
9.2 You may only disclose such information:
- to your employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out your obligations under these Conditions; and
- as may be required by law, court order or any governmental or regulatory authority.
9.3 You shall ensure that your employees, officers, representatives, advisers, agents or subcontractors to whom you disclose such information comply with this clause 9.
9.4 You shall not use any such information for any purpose other than to perform your obligations under these Conditions.
9.5 All materials, equipment and tools, drawings, specifications and data supplied by us to you (including Pre-existing Materials and Our Equipment) 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.
10.1 Nothing in these Conditions limits or excludes our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1 we shall not be liable to you, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Conditions for:
- loss of profits or anticipated profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill or business opportunity;
- loss of use or corruption of software, data or information;
- any indirect or consequential loss;
10.3 Subject to clause 10.1 and clause 10.2, our total liability to you, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Conditions shall be limited to the amount of the charges set out in the Proposal which you have paid in the last three months in respect of the Services.
10.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Conditions.
11.1 You undertake to us that all third parties involved in any of the Services we undertake on your behalf (“Third Parties”) have provided their express written consent to you to be involved in the Service whether this be by way of having their photos, images or video footage captured or otherwise. You will provide us with a list of parties that are not to be used in the provision of any of our Services in advance of the Services commencing.
11.2 You will indemnify us fully for all losses and damages we may suffer as a result of your breach of clause 11.2, or losses and damages we may suffer as a result of Third Parties asking to be removed from any of the Deliverables.
12.1 Without prejudice to any other rights or remedies which we both may have, either of us may terminate our contractual relationship without liability to the other immediately on giving notice to the other if the other party:
- fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
- commits a breach of any of the terms of these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions; or
- ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
- becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
- a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
- the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
- any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
12.2 What you need to do when the agreement ends – On termination of our contractual relationship for any reason:
- you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services or Deliverables supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;
- you shall, within a reasonable time, return all of Our Equipment, Pre-existing Materials and Deliverables. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned or repossessed, you shall be solely responsible for their safe keeping;
- the accrued rights, remedies, obligations and liabilities of us both as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination; and
- clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13.1 A party, provided that it has complied with the provisions of clause 13.3, shall not be in breach of these Conditions, nor liable for any failure or delay in performance of any obligations under these Conditions arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
- acts of God, including but not limited to fire, explosion, accidental damage, flood, earthquake, windstorm or other natural disaster;
- war, threat of or preparation for war, armed conflict, terrorist attack, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
- compliance with any law;
- collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
- any labour dispute, including but not limited to strikes, industrial action or lockouts;
- non-performance by suppliers or subcontractors; and
- interruption or failure of utility service, including but not limited to electric power, gas or water.
13.2 The corresponding obligations of the other party will be suspended to the same extent.
13.3 Any party that is subject to a Force Majeure Event shall not be in breach of these Conditions provided that:
- it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
- it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
- it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under these Conditions in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
13.4 If the Force Majeure Event prevails for a continuous period of more than six months, either party may terminate these Conditions by giving 7 days’ written notice to all the other party. On the expiry of this notice period, these Conditions will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of these Conditions occurring prior to such termination.
- General
- We are not in partnershipwith each other, nor are we agents of each other.
- Any noticegiven under this agreement shall be in writing and shall be delivered by hand, transmitted by fax, or sent by pre-paid first class post or recorded delivery post to the address of the party as set out in the Particulars. A notice delivered by hand is deemed to have been received when delivered (or if delivery is not in business hours, 9.00 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax to the fax number of the relevant party shall be deemed to have been received at the time of transmission. The addresses for service of notices shall be as set out in the “parties” section of this Agreement.
- If any provision of this agreement (or part of any provision) is found by any court or other body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Any variationof this agreement shall be in writing and signed by or on behalf of all the parties for the time being.
- If a party fails to or delays exercising any right or remedy provided under this agreement or by law, it shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- Unless specifically provided otherwise, rights and remedies arising under this agreement are cumulative and do not exclude rights and remedies provided by law.
- No person may assign, or grant any encumbrance over, or deal in any way with, any of his rights under this agreement or any document referred to in it or purport to do any of the same in each case without the prior written consent of all the parties for the time being (such consent not to be unreasonably conditioned, withheld or delayed).
- Each person that has rights under this agreement is acting on his own behalf and shall pay its own costsrelating to the negotiation, preparation, execution and implementation of this agreement.
- This agreement constitutes the whole agreementbetween the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each party acknowledges that, in entering into this agreement, he does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty of any person other than as expressly set out in this agreement or those documents.
- Nothing in this clause 14 operates to limit or exclude any liability for fraud.
- A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
- This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
- The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
- A waiverof any right or remedy under these Conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
- No single or partial exercise of any right or remedy provided under these Conditions or by law shall preclude or restrict the further exercise of any such right or remedy.
- Unless specifically provided otherwise, rights arising under these Conditions are cumulativeand do not exclude rights provided by law.
- All media releases, public announcements and public disclosuresby either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.
- We reserve a right to include a ‘link back,’ in the form of a small text link on the Deliverables.
Swift-Dukan (www.swiftdukan.com) is a trading name of Swift Create Ltd, a company registered in England and Wales, reg no: 13820582. You can see the Legal Information for Swift Create Ltd in the ‘Legal Information’ tab on this page.
The Terms and Conditions for this service specifically are being updated.
Swift Web Hosts (www.swiftwebhost.co.uk) is a trading name of Swift Create Ltd, a company registered in England and Wales, reg no: 13820582. You can see the Legal Information for Swift Create Ltd in the ‘Legal Information’ tab on this page.
The Terms and Conditions for this service specifically are being updated.