Terms and Conditions

Welcome to the website of Sarsbury Darwell Ltd. ("we", "our", or "us"). By accessing or using our website, services, and content provided therein ("Services"), you agree to comply with and be legally bound by the terms and conditions set forth herein. These Terms and Conditions ("Terms") govern your access to and use of the Services, and they constitute a binding legal agreement between you and Sarsbury Darwell Ltd.

Please read these Terms carefully, and if you do not understand or agree to them, you must immediately stop using our Services. Your continued usage constitutes acceptance of these Terms as updated or amended from time to time.

1. Registration and Access

To access certain features or areas of our website, you may need to register for an account. By registering, you attest that you are at least 18 years of age or have reached the age of majority in your jurisdiction, and that you possess the legal capacity to enter into these Terms.

You are responsible for maintaining the confidentiality of your account credentials and ensuring that all the information provided during registration is accurate, complete, and up-to-date. Should any of your details change, it is your responsibility to update them promptly.

Safeguarding your account is paramount. You are responsible for any activity originating from your account, irrespective of whether such activities are authorised by you. Should you notice any suspicious or unauthorised activities, you must notify us immediately.

We reserve the right to suspend, disable, or terminate your account and access to our Services at our sole discretion, without prior notice, for conduct that we determine violates these Terms or is harmful to other users of the Services, us, or third parties, or for any other reason.

While we strive to ensure our Services remain available at all times, we cannot guarantee uninterrupted access. There may be occasions when our Services are interrupted for maintenance, updates, or due to failures that are beyond our control. We reserve the right to suspend or restrict access to some features to users. We will not be liable to you for any loss, damages, or inconvenience resulting from such interruptions or access restrictions.

2. Usage Requirements

You agree to use our Services strictly for lawful purposes. Any conduct, communication, or content that we believe, at our sole discretion, violates applicable law or is harmful to other users, third parties, or us will not be tolerated. Such users will face immediate action, which may include termination of access to our Services.

Our Services are provided for your personal and non-commercial use only. You may not modify, copy, distribute, transmit, display, reproduce, publish, license, commercially exploit, or create derivative works from any content, information, or services provided through our website without prior written consent from us.

While using our Services, you may not:

Engage in any activity that involves harassment, threats, abuse, or intimidation of another person.

Use the Services for any fraudulent or illegal purpose;

Interfere with or disrupt the operation of our Services or the servers or networks used to make the Services available;

Distribute or transfer any part of the Service or act as a service bureau;

Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather content from our Services or reproduce or circumvent the navigational structure or presentation of our Services.

Software and Downloads - Any software that we provide you to download from our website, including all files and images contained in or generated by the software, is deemed to be licensed to you by Sarsbury Darwell Ltd for your personal and non-commercial use only. We do not transfer either the title or the intellectual property rights of the software. All rights in such software will remain exclusively with us, including any software enhancements or updates.

Third-party Services - Our website may integrate or provide tools and features that operate in conjunction with third-party services. You acknowledge and agree that we are not responsible for the operation, functionality, or security measures of any such third-party services. Moreover, we will not be liable for any damages, claims, or disputes involving third-party services.

Updates and Modifications - We reserve the right to make changes, updates, or modifications to our Services at any time, without prior notice. Your continued use of the Services after such changes signifies your acceptance of the revised Terms.

3. Content

All content, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, and the arrangement and compilation of such content, contained on or utilised by our Services, is the property of Sarsbury Darwell Ltd or its content suppliers and protected by UK and international copyright laws. All rights are reserved unless explicitly granted.

You may be able to post, upload, or otherwise contribute content to the Services ("User Content"). You retain all rights in, and are solely responsible for, the User Content you post. However, by submitting User Content, you grant us a non-exclusive, royalty-free, perpetual, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, display, and perform that User Content in connection with the Services and our business.

While we endeavour to keep the content on our Services accurate, complete, and up-to-date, we cannot guarantee, and are not responsible for the accuracy, completeness, or timeliness of any content, whether provided by us or our users.

You agree not to post, upload, or transmit any User Content that:

Is offensive, harmful, inaccurate, or otherwise objectionable;

Violates any third-party rights, including copyright, trademark, privacy, or other personal or proprietary rights;

Contains malicious codes, such as viruses, malware, or any other harmful components;

Is misleading, unlawful, harmful, threatening, abusive, invasive of another's privacy, harassing, defamatory, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable.

Feedback and Suggestions - Any feedback, comments, or suggestions you may provide regarding our Services is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit, without any obligation to you.

Monitoring and Removal - Sarsbury Darwell Ltd reserves the right to monitor, edit, or remove content submitted to our Services at our discretion, and to refuse or restrict access to or use of the Services to anyone for any reason, at any time.

External Content - Our Services may include hyperlinks to sites, content, or resources provided by third parties. We have no control over such external content and do not endorse or assume responsibility for it. You acknowledge and agree that we are not responsible for the availability of any external sites or resources and are not responsible for any content available on those sites or resources.

4. Confidentiality, Security and Data Protection

a) Confidential Information: Both parties agree that all material and information that has or will be provided under the use of the Services, including but not limited to trade secrets, financial data, and proprietary information, shall be treated as strictly confidential (“Confidential Information”). No party shall use, reproduce, disseminate, or allow access to the other party’s Confidential Information without its express written consent, except as necessary to perform its obligations or exercise rights under these Terms.

b) Data Protection: Sarsbury Darwell Ltd complies with the Data Protection Act 2018 and the UK GDPR in the collection and processing of personal data. All data acquired during the course of providing our Services shall be treated as confidential and shall not be disclosed to any third party or used for any purpose not foreseen under these Terms, except as legally required. Our practices and your rights related to data protection are further described in our Privacy Policy.

c) Security Measures: We take the protection of your data seriously and implement a variety of security measures to maintain the safety of your personal information. These measures encompass both technological and organisational precautions that seek to protect against unauthorised access, alteration, disclosure, or destruction of your personal data.

d) Data Breach Notification: In the event of a breach or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data, Sarsbury Darwell Ltd shall promptly assess the risk to individuals’ rights and freedoms and, if appropriate, report this breach to the relevant authorities and the impacted individuals as required under the law.

e) Third-party Service Providers: We may employ trusted third-party service providers to facilitate certain aspects of our Services or perform services on our behalf. These third parties will have access to personal information only to perform these tasks and are obligated to maintain the confidentiality and security of that information under the terms similar to those in this section.

f) Retention: Personal data will be retained only for as long as necessary for the purposes set out in these Terms and our Privacy Policy and in accordance with applicable legal requirements. Once personal data is no longer necessary for our business needs or legal requirements, it will be securely destroyed.

g) User Responsibility: It is the user’s responsibility to ensure they maintain the confidentiality of their account credentials and personal information. Sharing account details or allowing unauthorised access to the Services may breach these terms and risk the integrity and security of your data.

5. Term and Termination

a) Commencement: These Terms and Conditions shall become effective on the date you first access, use, or register for the Services of Sarsbury Darwell Ltd ("Commencement Date") and shall remain in effect for the duration of your use of our Services unless otherwise terminated in accordance with the provisions of this section.

b) Termination by User: If you wish to terminate your account or discontinue your use of the Services, you may do so at any time, either by following the termination procedures provided within the Service or by notifying Sarsbury Darwell Ltd in writing.

c) Termination by Sarsbury Darwell Ltd: Sarsbury Darwell Ltd reserves the right, in its sole discretion, to suspend or terminate your access and use of the Services, at any time, without notice, for conduct that Sarsbury Darwell Ltd believes violates these Terms and Conditions or is harmful to other users of the Services, Sarsbury Darwell Ltd, or third parties, or for any other reason.

d) Obligations upon Termination: Upon termination or expiration of these Terms, regardless of the reasons for such termination, both parties shall promptly fulfil any outstanding obligations owed to the other party, including the return or destruction of all Confidential Information.

e) Survival: Clauses related to Intellectual Property Rights, Confidentiality, Security and Data Protection, Limitation of Liability, Governing Law and Jurisdiction, and any other clause which by its nature should survive the termination of these Terms, shall continue in force beyond the termination or expiration of these Terms.

f) Effects of Termination: Termination of these Terms will not relieve the User of any obligation to pay any accrued fees or charges. Termination will also not limit either party from pursuing other remedies available to it, including injunctive relief.

g) Deletion of Data: Upon termination, all your account information and related data may be deleted, and Sarsbury Darwell Ltd will have no obligation to maintain or provide any of your data. It is your responsibility to back up your data that you want to retain before you terminate your account.

6. Indemnification

You agree to indemnify, defend, and hold harmless Sarsbury Darwell Ltd, its directors, officers, employees, agents, licensors, suppliers, and any third-party information providers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms and Conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Service using your account.

7. Disclaimer of Warranties

a) Services "As Is": The Services of Sarsbury Darwell Ltd are provided on an "as is" and "as available" basis without any representations or warranties of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

b) No Guarantee: Sarsbury Darwell Ltd does not guarantee that the Services will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. Nor does it make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service.

c) Risk Assumption: Any material and/or data downloaded or otherwise obtained through the use of the Service is at your discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

8. Limitations on Liability

a) No Liability: To the fullest extent permitted by applicable law, Sarsbury Darwell Ltd shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Sarsbury Darwell Ltd has been advised of the possibility of such damages), resulting from the use or the inability to use the Service.

b) Cap on Liability: In no event shall the total liability of Sarsbury Darwell Ltd to you for all damages, losses, and causes of action exceed the amount paid by you, if any, for accessing the Service.

c) Acknowledgement: You acknowledge that the limitations set forth above are an integral part of these Terms and Conditions, and that the Service would not be provided to you without such limitations.

9. Dispute Resolution

a) Initial Effort to Resolve: Both parties shall use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to these Terms and Conditions, or any breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations between the parties, or either or both is or are unwilling to engage in this process, either party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.

b) Mediation: If the parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may apply to the London Court of International Arbitration ("LCIA") to appoint a mediator. The parties hereby expressly waive any right to bring any action in any court, except for actions to enforce the rulings of the arbitrators, and agree to resolve their disputes solely by mediation and/or arbitration in accordance with the LCIA rules, which are deemed to be incorporated by reference into this clause.

c) Binding Arbitration: If the parties fail to resolve the dispute through mediation within sixty (60) days of the selection of the mediator or within such other period as the parties may mutually agree in writing, the dispute shall then be resolved by binding arbitration under the LCIA rules. The decision of the arbitrator shall be final and binding on both parties, and any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

d) Location: Unless both parties agree in writing otherwise, any mediation and/or arbitration shall take place in London, United Kingdom. Both parties agree to this location for convenience.

e) Recovery of Costs: In any arbitration arising out of or related to these Terms and Conditions, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

f) Exclusion: Notwithstanding the foregoing, Sarsbury Darwell Ltd may pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

10. General Terms

These Terms and Conditions, together with any documents referred to herein, constitute the entire agreement between the parties and supersede any previous agreements, understandings, and arrangements between them in relation to the subject matter hereof.

b) Governing Law & Jurisdiction: These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by and shall be construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

c) Amendments: Sarsbury Darwell Ltd reserves the right to amend, modify, or replace these Terms and Conditions at any time. Any such changes will be posted on the company’s website and, where appropriate, notified to users by email or another suitable method. Your continued use of the services following such notification constitutes your acceptance of the revised terms.

d) Severability: If any provision or part of a provision of these Terms and Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

e) Waiver: No failure or delay by Sarsbury Darwell Ltd in exercising any right, power, or remedy provided under these Terms and Conditions or by law constitutes a waiver of that or any other right, power, or remedy, nor shall it prevent or restrict any further exercise of that or any other right, power, or remedy.

f) Assignment: These Terms and Conditions are personal to the user and may not be transferred, assigned, or delegated to anyone. Any attempt by the user to assign, transfer, or delegate these Terms and Conditions shall be null and void.

g) Company Address & Contact:

Sarsbury Darwell Ltd.

11 Farm Close, 12 Farm Lane

SW6 1PS London

United Kingdom

Email: contact@sarsburydarwell.com

11. Company Information

Sarsbury Darwell Ltd. is a Private Limited Company registered in England and Wales with the Companies House under company number 14973801.