terms f engagement

1.    Overview

We don’t believe in putting long and impenetrable contracts in front of clients, but we do think it’s important to note a few points about how we work to make sure things go smoothly and minimize the chances of any misunderstandings.


This document lays out these key points. If anything here doesn’t fit with your needs, please let us know before we start work. The basic approach is that you and we expect each other to be reasonable and professional as we work together.


How we work

We’ll appoint an account manager who will be your key day-to-day contact. For larger projects we may also appoint a separate project manager who will work on the delivery, logistical and technical aspects of a project. This may be for a limited time.


We’ll also give you a schedule and target delivery date for larger projects. There may be key milestones in the project plan that require input from you - for example delivery of assets or approvals of designs. If you aren’t able to meet those milestones on time, the project may be delayed.


2.    Support

Our usual working hours are 9am-5.30pm Monday-Friday, excluding U.K. public holidays. During holiday periods (e.g. late December), we may work to reduced hours, but we will be available on every working day to deal with urgent requests.


For ongoing support on live sites and services, we ask you to use our support email address support@shadowdm.com, which will get your message to the first person who sees it.


Our objective is to respond to all routine non-critical routine support requests within one working day and resolve within two working days. This is an objective not a guarantee, and it may take longer, for example if we need to come back to you with queries or for larger or more complex requests.


By arrangement, we can provide support to you outside of usual working hours for example during an important event. This will usually be by means of pre-arranged activity windows when we will make resources available to you. There may be an additional charge for this.


We will respond to critical issues (e.g. a major service interruption or outage) urgently during working hours.


If we are alerted to a critical issue outside of working hours we will respond to it as soon as we are able to do so. Time taken to resolve may depend on the nature of the issue. We will provide updates to you on progress in resolving critical issues and where possible provide estimated times to resolution.


Additionally, we have arrangements in place with our upstream suppliers to provide additional service reliability protection, including, 24/7 monitoring of server hardware in our data centres.


3.    Invoicing and payment

We ask you to pay our invoices promptly. Our standard payment terms are 30 days, unless we’ve agreed different terms with you. For larger or longer projects, we may invoice partial amounts as the project or timeline progresses. We’ll agree this with you in advance.


If you don’t pay our invoices promptly or without good reason, we will restrict, suspend or remove services and/or stop work.


4.    Security and confidentiality

If you need to give us any information that is confidential, please let us know that it is confidential so we can take steps to protect it. We can provide you with access to encrypted messaging and file transfer services to communicate with us in those circumstances. You should keep in mind that information sent, for example, by standard email, is not secure.


In our services, we aim to maintain professional standards of security and robustness. In some cases our services include features to project information by requiring a login process or applying embargo dates that prevent information being seen until a certain time.


Our aim is to ensure that these systems are robust, work as expected, and don’t allow inadvertent or unintended release of or access to information. However, our systems and services are optimised to support communication, distribution, publication and release of information at sustainable cost.


No information storage system is risk-free, and it is possible that unauthorized entry or use, hardware or software failure, and similar events that can compromise the security of information at any time. We therefore do not guarantee that information security controls and protections will be free from error or failure in all circumstances, or at all times.


If your organisation or project has specific security and/or confidentiality policies that you want us to follow, you should tell us about those in advance so we can assess if it is feasible for us to comply with them. This may incur additional costs.


5.    Ownership, copyright and usage rights

We do not claim any ownership or usage rights over any assets, information, or other material you send us, except in so far as is necessary to provide the services you ask us to.


Similarly, our services are provided to you on a ‘service’ basis and we retain ownership and intellectual property rights in the software, concepts, designs and all other elements of our systems and services that we have developed or acquired.


You are buying the service for a defined period of time, not a product that you will be able to retain after the service finishes. Our services may also depend on and incorporate open-source or third-party systems, which have their own ownership restrictions.


6.    Reliability and liability

We take quality of service very seriously and we know our customers expect dependable and smooth-running services. However, it is in the nature of Internet and digital services that there will be interruptions and degradations to service from time to time, which may be due to factors beyond our control.


In the unlikely event that we are unable to provide you with a part of the agreed service at all or for an extended period, due to outage or malfunction or any other cause, our liability will not exceed repaying to you the relevant charges pro-rata to the time and service elements affected.


7.    Collecting and processing users’ personal information in our services


(a)    General

It is important that we agree between us how users’ personal information is managed in the services we provide for you, where applicable.


We will permit user registration and/or collect user’s personal information on the websites and services we provide for you if you ask us to. We will collect information to the extent that it is necessary, for example in order to provide certain services to users such as an email content update alert system, news release distribution service, or event registration service.


We will collect this data under the terms of our standard privacy policy, a copy of which can provided on request, and will be available to users in the services. We will store the data we collect in our systems and we will make it available to you.


(b)    Scope and limitation

We collect and process personal data with the objective of providing relevant services to you and to media professionals as part of the digital website(s) and services we provided to you. We aim to limit data collection and processing to what is required to meet that objective.


We do not intend to collect, hold or process user data in such a way that it is combined with other sources of data or with other data you may hold. We do not intend to collect data at large scale or from members of the public. We do not intend to collect sensitive or confidential data.


We make clear to users that the use of personal data on the services is not linked to any processing or collection of data by your or us elsewhere. We do not link the data with other data or systems you may hold.


(c)     Compliance and good practice

We will endeavour to comply with good practice as well as any relevant legal obligations. Generally this will mean following U.K. Data Protection standards as enforced under English law.


Should you wish us to follow any specific or additional procedures or undertake any specific actions, we will need to consider if these are feasible, and if any additional costs are involved.


Individuals have certain rights in respect of their personal data. Our aim is only to process users’ data in ways they would expect and that are reasonable. We advise individuals to contact us directly should they have any complaint, correction, question or concern about the use of their data in the services. However, should you receive contact from an individual about the use of their data in the services, you will be responsible for informing us as soon as possible so we can take appropriate action.


We will make all the data available to you and we make it clear to users that their data may be shared with you and retained by you as data controller irrespective of their relationship with us. If you retain the data after we have ceased providing a service to you, you should be careful to ensure that you only use the data in ways that are justified. If you choose to access and use the data independently of our services, you are wholly responsible for your control of access to relevant parts of the service and for compliance with any applicable legal or other obligations.


(d)    Ownership of data

We will only retain the data for as long as necessary and while we are providing the services to you. We will not use the data for any other purpose or link it to other data we may hold in any other context.


As detailed above, you may become an owner of the data if you choose to access, retain, or use it.


(e)  Version and changes

This document was last updated on 4 September 2020.

If we make changes in the future, we’ll let you know.

We’ll assume you accept the changes unless you tell us otherwise.