1.1 "Cyangold", "the company", "we", "our" and "us" refer to Cyangold Limited, a company registered in England and Wales, company number 04633615, with registered office address: The Circle, 33 Rockingham Lane, Sheffield, S1 4FW.
1.2 "Customer" and "you" refer to the individual or business with whom Cyangold makes a contract for services, including a person reasonably appearing to Cyangold to act with that customer's authority.
1.3 "Services" means any product or service provided by Cyangold to the customer, including but not limited to: website design and build, marketing, administrative support, business improvement, and/or business consultancy.
1.4 "Contract" means the agreement between the customer and Cyangold Limited for the provision of services, incorporating these terms and conditions. Any written acceptance of a quote and instruction to provide services shall be construed as a contract.
1.5 "Illegal" means any act or acts which are capable of breaching the law of England and Wales.
1.6 Any words in the singular include the plural and vice versa. All definitions and notes referred to in these terms and conditions form part of the contract as if they were expressly set out in it.
2.1 These terms cover the provision of services by Cyangold to the customer. They supersede and take precedence over any previous written or oral representations given or made by the company or any representatives of the company.
2.2 By entering into a contract with Cyangold, and instructing us to carry out work and provide services to you, you are entering into a legally binding contract as set out by UK law – to which you agree to abide.
2.4 Any date proposed either by the customer or Cyangold for the provision of services is to be treated as an estimate only and Cyangold accepts no liability for any failure to meet it.
2.5 Cyangold reserve the right to alter or amend its terms and conditions by giving seven days' prior notice to the customer. Notice will be deemed to have been given by Cyangold by displaying the notice on the website of Cyangold that can be found at www.cyangold.co.uk
3.1 All copyright, trademarks and other intellectual property rights on this website and its content (including without limitation the website design, text, graphics and all software and source codes connected with the website) are owned by or licensed to Cyangold or otherwise used by Cyangold as permitted by law.
3.2 In accessing our website you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the website for personal, non-commercial home use only.
3.3 Customers must ensure that any material provided to Cyangold is not in breach of copyright. Customers must obtain the correct permission for the use of any materials for their project, including (but not limited to): text, photographs, illustrations, images, videos or any other content for use in their website, marketing campaign or any other project for which Cyangold is contracted to provide services. Any items listed above provided to Cyangold will be assumed to have full copyright permission to be used in the customer’s material, campaign or website. We will not be liable for copyright infringement from any material provided or approved by the customer. Cyangold accepts no responsibility for the customer's actions in either uploading material to the World Wide Web or in the customer's transferral of any material to other websites.
3.4 The customer will not use the services in a manner which infringes a third party’s copyright or other intellectual property rights of whatsoever nature. Including accessing, copying, reproducing or publishing any information or resources of any company, individual, partnership, government agency, national institution, charity or recognised organisation, without first having obtained authority from those persons or institutions to use said information or resources, including obtaining appropriate rights for any third party content (including links) used on websites or in marketing campaigns.
4.1 Cyangold may purchase domain names, website hosting or other subscription services on behalf of the customer. Payment and renewal of those domain names, website hosting, and other subscription services is the responsibility of the customer. The loss, cancellation or otherwise of a domain name, website hosting or other subscription services, brought about by non or late payment is not the responsibility of Cyangold. The customer should keep a record of the due dates for payment to ensure that payment is received in good time.
4.2 Cyangold make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your own risk.
4.3 Cyangold reserves the right to withhold the release of any domain name to another provider or "tag holder" unless full payment of all amounts due to us at that time for whatever reason have been received by us.
4.4 If payment is not received for any domain name Cyangold may delete or retain the domain for further sale.
4.5 Where you register a domain name yourself or with another supplier you undertake to provide Cyangold with access details to enable the fulfilment of any contract. You agree to accept legal responsibility for the usage of the domain name and to abide by the terms and conditions set out by your domain name supplier.
4.6 Unless expressly agreed in writing in advance, Cyangold will maintain control of the settings for DNS, web forwarding, email forwarding, nameserver and IPS tags.
4.7 Any scripts, cgi applications, php scripts or software (unless specifically agreed) written by Cyangold remain the copyright of Cyangold and may only be commercially reproduced or resold with the permission of Cyangold.
4.8 Whilst every endeavor will be made to ensure that your website and any scripts or programs are free of errors, Cyangold cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it.
4.9 Whilst Cyangold will use every reasonable endeavour to ensure the integrity and security of its servers, we do not guarantee that our servers will always be free from unauthorised users or hackers or from corruption by virus. Cyangold shall be under no liability for problems that develop on your website, non-receipt or misrouting of email, or for any other failure of your website, email or damage to data or operations that occurs as a result of illegal activity.
4.10 From time to time websites on our hosting may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; software updates; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. We agree to use our reasonable endeavours to make our servers available to you as part of the hosting service you purchase for ninety-nine (99) per cent of each year (this is the general industry standard server service level agreement). We do not warrant access to our servers will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. In the unlikely event that our hosting servers should become unavailable, we shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages through email and social media. Service credits are not given for any form of downtime or service unavailability.
4.11 You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that you will not use the website in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so. As such, you will not post, link to or transmit:
4.11.1 any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;
4.11.2 any material containing a virus or other hostile computer program;
4.11.3 any material which constitutes, or encourages the commission of a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
4.12 Cyangold makes every effort to ensure that websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Safari, Mozilla Firefox, Microsoft Edge, Google Chrome, etc.). The customer agrees that Cyangold cannot guarantee correct functionality with all browser software across different operating systems. Cyangold also cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been handed over to the customer. As such, Cyangold reserves the right to quote for any work involved in updating the website in order for it to work with updated browser software.
4.13 A link to Cyangold will appear in either small type or by a small graphic at the bottom of your website. If a graphic is used, it will be designed to fit in with the overall site design. If you do not wish us to include a design credit, then we will apply a nominal charge of £30 to your bill. You also agree that the website(s) we have developed for you may be presented in Cyangold’s online portfolio and other marketing material.
4.14 Copyright of the completed web designs, copy, images, pages, code and source files created by Cyangold for the project can be transferred to the customer upon cleared funds of final payment only. Cyangold will also retain copies of all files for a period of no less than one year following completion of the project, and, if you are hosting your website with us, you agree that we will maintain these files for as long as you remain a customer of Cyangold.
4.15 Upon completion of the website project and full payment of any monies due to Cyangold for services provided, the customer or a third party of their choosing may wish to edit their website code themselves to make updates. However, you agree that in so doing you assume full responsibility for any issues which occur as a result of changing the code yourself. If you, or a third party of your choosing, edits the website code and this results in functionality errors or the page displaying incorrectly, then Cyangold reserves the right to quote for work to repair the website.
4.16 Should Cyangold provide you with web and electronic mail services, you shall not make use of these services to send or cause to be sent, or forwarded, electronic mail without the express agreement of the respective recipient. This shall include but not be limited to, not sending large numbers of electronic mails with the same content which is commonly referred to as "spamming".
4.17 The customer will keep confidential all passwords received from Cyangold for the purpose of the services and notify the company immediately upon becoming aware that a password has become known to an unauthorised third party.
5.1 We believe in telling you exactly what you may be liable to pay. There are no hidden extras and we won't charge you for anything you haven't been made aware of. You will always be given the opportunity to cancel a service before you are charged for it.
5.2 We will always provide a no obligation quotation at the start of any project to allow us to prepare an outline design of your solution and to obtain feedback and agreement from you before we start any work. Quotes are valid for 30 days. Any alterations from the quote after it is agreed will be charged pro-rata.
5.3 When you enter into a contract with Cyangold you will be provided with a payment schedule which shows exactly what you can expect to be charged and when.
5.4 Hosting services for websites shall be invoiced in advance for the full 12 months. Should you cancel the contract or close down the website during these 12 months, Cyangold shall not be liable for any refunds.
5.5 The payment terms for any invoice from Cyangold are 28 days. Payments should be made by BACS wherever possible, unless alternative payment arrangements have been discussed and agreed in advance.
5.6 If the charges are not paid in accordance with the company’s invoice, the company shall be entitled, so far as is permitted by law and without prejudice to any other rights it may have, to charge interest on the outstanding amount (both before and after judgement) at the rate of 8% plus the Bank of England base rate (statutory interest) from and including the due date but excluding the date the outstanding amount is paid in full.
5.7 We reserve the right to withhold and/or remove services until works completed are paid for in full, in accordance with our payment terms. Customers may be liable for costs incurred for removal and reinstatement of their website due to insufficient payment.
5.8 We reserve the right to vary or amend our charges from time to time. We will notify you of any changes to our charges in advance of an invoice becoming due. On each occasion a service is provided, you shall be liable to pay the charges in force at that time, full details of which will be detailed in the payment schedule and invoices provided.
5.9 At present (20 June 2018), Cyangold is not registered for Value Added Tax (VAT) purposes. Should this change you will be notified and, where applicable, VAT will be added at the appropriate rate to the total of all charges shown on your invoice.
5.10 Should Cyangold have to issue Court proceedings pursuant to this contract the customer accepts responsibility for all Cyangold's legal fees and disbursements not withstanding the value of the claim, on an indemnity basis.
5.11 Any third party costs Cyangold may incur due to processing the payment for the services will be payable by the customer in accordance with the payment terms set out in clause 6.5.
6.1 The customer agrees that they shall not cause, permit, or in any way assist in any unauthorised publication or dissemination of any defamatory material, or any material which could be considered to be in breach of the laws of England and Wales. This includes any material, images, displays or services which are erotic, pornographic, offensive, illegal, immoral, or which is in breach of any legal obligation.
6.2 If the contract is terminated by the customer, the customer will not be entitled to any refund of monies paid to date. The customer may also be liable for expenses incurred by Cyangold for work completed and services provided up to and including the date that the contract is cancelled by the customer.
6.3 The customer will not bring Cyangold into disrepute though any act or omission.
7.1 If the customer does not pay any charge when due or breaks the contract with Cyangold in any other way, then Cyangold can terminate the contract immediately without the requirement of prior notification.
7.2 Termination of the contract by Cyangold will result in the retaining by Cyangold of all monies received from the customer, who will not be entitled to a refund of monies paid, unless otherwise agreed in writing.
7.3 Upon termination of the contract the customer shall nevertheless remain liable for all charges due or which would have been payable under the contract for all services provided to date.
8.1 The customer can terminate their contract with Cyangold at any time in writing to the following email address: email@example.com
8.2 In the event of the customer so terminating the contract, the customer will be entitled if they so wish to continue with the contract until the expiration of the contract period or alternatively the customer may request the immediate termination of the contract.
8.3 Upon termination of the contract the customer shall be bound to pay any outstanding amount in respect of the services received up to and including the date of termination.
10.1 For the avoidance of doubt Cyangold has no obligation duty or liability in contract and/or tort for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care.
10.2 In any event and in no circumstance shall Cyangold be liable for any loss either direct or indirect of profits, business or anticipated savings or any other direct or indirect consequential loss arising out of the provision of services to the customer.
10.3 Each provision of this condition is to be construed as a separate limitation applying and surviving even if for any reason one or other of the said provisions is held inapplicable or unreasonable.
11.1 Without prejudice to any other rights or remedies which Cyangold may have against the customer, the customer shall indemnify Cyangold against any loss or expenses sustained by reason of any breach of this contract and any actions, proceedings, claims or demands in any way connected with this contract brought on by or threatened against Cyangold by a third party, which are caused by or arise from any action of Cyangold carried out pursuant to the instructions of the customer.
11.2 The customer shall indemnify Cyangold against any actions, proceedings, claims or demands in any way connected with this contract brought or threatened against Cyangold by a third party, which are caused by or arise from any act or default of Cyangold carried out pursuant to the instructions of the customer.
12.1 Cyangold is not liable for any breach of this contract if the breach was caused by an act of God, insurrection or civil disorder, war or military operation, national or local emergency, acts of omissions of government, highway authority or other competent authority, Cyangold's compliance with any statutory obligation, industrial disputes of any kind (whether or not involving Cyangold employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, acts of omission of persons whom Cyangold is not responsible (including in particular other telecommunication service providers or web hosting companies), or any other cause whether similar or dissimilar outside Cyangold's reasonable control.
13.1 This contract is to be treated as made in England and Wales according to English and Welsh Law and subject to the jurisdiction of the English and Welsh Courts.
14.1 The customer must not assign the benefit of this contract in whole or in part.
14.2 Cyangold reserve the right to assign the benefit of this contract by giving prior written notice of any assignment to the customer.
Last reviewed 22nd June 2018.