Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions:
- “Company” means Gold Websites, a company incorporated in England and Wales;
- “Client” means the person, firm, or company who accepts a quotation or proposal from the Company for the provision of Services;
- “Services” means web design, development, hosting, maintenance, and related services provided by the Company;
- “Website” means any website, web application, or digital platform created by the Company;
- “Subscription Services” means ongoing website services provided on a recurring payment basis;
- “Materials” means all content, images, text, data, and other materials provided by the Client;
- “Deliverables” means all items developed or provided by the Company under these terms;
- “Force Majeure Event” means any event arising which is beyond the reasonable control of the affected party including industrial disputes, governmental regulations, fire, flood, disaster, civil riot, war, cyber attacks, or pandemic restrictions.
1.2 References to statutory provisions include amendments, extensions, or re-enactments thereof.
2. APPLICATION OF TERMS
2.1 These Terms and Conditions apply to all contracts for Services provided by the Company. By engaging the Company or making payment for Services, the Client agrees to be bound by these Terms and Conditions.
2.2 These Terms and Conditions supersede any terms and conditions contained in the Client’s purchase order or other documentation.
2.3 No variation of these Terms and Conditions shall be effective unless agreed in writing and signed by both parties.
3. QUOTATIONS AND ACCEPTANCE
3.1 All quotations are valid for 30 days from the date of issue unless otherwise stated.
3.2 Quotations are based on the Company’s understanding of the Client’s requirements at the time of quotation. Any changes to requirements may result in additional charges.
3.3 A binding contract is formed when the Client accepts a quotation in writing or makes payment for Services.
4. PAYMENT TERMS
4.1 Payment terms are Net 14 days from the date of invoice unless otherwise agreed in writing.
4.2 The Company may require payment of a deposit of up to 50% before commencing work.
4.3 For Subscription Services, payments are due in advance according to the agreed billing cycle.
4.4 Late payment charges of 4% above the Bank of England base rate per annum may be applied to overdue accounts.
4.5 The Company reserves the right to suspend Services and/or retain possession of all work until payment is received in full.
4.6 All prices are exclusive of VAT, which will be charged at the prevailing rate where applicable.
5. WEBSITE OWNERSHIP AND SUBSCRIPTION SERVICES
5.1 For subscription-based website services, the Client acknowledges that they do not have any ownership rights in the website and it remains the intellectual property of the Company.
5.2 Upon termination or non-payment of subscription fees, the Company may immediately suspend or terminate access to the website.
5.3 The Company reserves the right to modify subscription fees with 30 days’ written notice.
5.4 Subscription Services may be terminated by either party with 30 days’ written notice.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Company retains ownership of all intellectual property rights in any code, frameworks, templates, processes, and methodologies developed or used in providing Services.
6.2 Upon full payment for bespoke development work (excluding subscription services), the Client receives ownership of the specific content and materials created exclusively for them, subject to the Company’s underlying intellectual property rights.
6.3 The Client warrants that all Materials provided do not infringe any third-party intellectual property rights.
6.4 The Client grants the Company a royalty-free licence to use, reproduce, and modify the Materials solely for the purpose of providing Services.
6.5 The Company may showcase completed work in its portfolio and for marketing purposes unless specifically agreed otherwise in writing.
7. CLIENT RESPONSIBILITIES
7.1 The Client shall:
- Provide all necessary Materials and information in a timely manner;
- Ensure all Materials comply with applicable laws and regulations;
- Provide timely feedback and approvals as requested;
- Maintain backup copies of all important data;
- Ensure compatibility with chosen hosting environments;
- Obtain all necessary licences for third-party content.
7.2 Delays caused by the Client’s failure to meet these responsibilities may result in project delays and additional charges.
8. DELIVERY AND ACCEPTANCE
8.1 Time estimates are approximate and not of the essence unless specifically agreed otherwise in writing.
8.2 The Client has 14 days from delivery to notify the Company of any defects or non-conformance.
8.3 Acceptance is deemed to have occurred if the Client fails to provide notice within the acceptance period.
8.4 The Company’s liability for defects notified within the acceptance period is limited to correction of such defects.
9. LIMITATION OF LIABILITY
9.1 The Company’s total liability under or in connection with any contract shall not exceed the total amount paid by the Client for the specific Services giving rise to the liability.
9.2 The Company excludes all liability for:
- Loss of profits, revenue, business, contracts, or anticipated savings;
- Loss or corruption of data;
- Indirect, special, or consequential losses;
- Business interruption;
- Loss arising from third-party actions or omissions.
9.3 Nothing in these Terms and Conditions excludes or limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
9.4 The Client acknowledges that websites may experience downtime due to hosting provider issues, internet connectivity problems, or other factors beyond the Company’s control.
10. INDEMNITY
10.1 The Client agrees to indemnify and hold harmless the Company against all claims, costs, damages, and expenses arising from:
- Use of Materials provided by the Client;
- Breach of these Terms and Conditions by the Client;
- Any unlawful or inappropriate use of delivered Services;
- Third-party claims relating to content provided by the Client.
11. FORCE MAJEURE
11.1 Neither party shall be liable for any failure or delay in performance due to a Force Majeure Event.
11.2 The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the Force Majeure Event.
11.3 If a Force Majeure Event continues for more than 60 days, either party may terminate the contract with immediate effect.
12. TERMINATION
12.1 Either party may terminate a contract:
- Immediately upon written notice if the other party commits a material breach;
- Immediately if the other party becomes insolvent or enters administration;
- With 30 days’ written notice for Subscription Services.
12.2 Upon termination:
- All unpaid invoices become immediately due;
- Each party shall return or destroy confidential information;
- The Company may retain all work pending payment of outstanding fees;
- Accrued rights and liabilities shall survive termination.
13. DATA PROTECTION AND CONFIDENTIALITY
13.1 Both parties shall comply with all applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.
13.2 The Company shall implement appropriate technical and organisational measures to protect personal data.
13.3 Each party shall maintain the confidentiality of the other party’s confidential information.
13.4 The Client consents to the Company processing personal data necessary for the provision of Services.
14. HOSTING AND THIRD-PARTY SERVICES
14.1 Where the Company arranges hosting or third-party services, these are subject to the relevant provider’s terms and conditions.
14.2 The Company acts as agent only in relation to third-party services and accepts no liability for third-party service failures.
14.3 The Client is responsible for maintaining appropriate security measures and backup procedures.
15. SEO SERVICES AND DISCLAIMERS
15.1 Where the Company provides search engine optimisation (SEO) services, the Client acknowledges that:
- SEO results depend on numerous factors beyond the Company’s control, including search engine algorithm changes, competitor activities, and market conditions;
- The Company makes no guarantees regarding search engine rankings, traffic increases, or conversion improvements;
- SEO is a long-term process and results may take several months to materialise;
- Past performance or case studies do not guarantee future results.
15.2 The Company’s SEO services are provided on a best-efforts basis using industry-recognised techniques and practices.
15.3 The Client acknowledges that search engine penalties may occur due to algorithm changes or other factors beyond the Company’s control, and the Company accepts no liability for such penalties.
16. E-COMMERCE WEBSITES
16.1 For e-commerce websites, the Client acknowledges additional responsibilities including:
- Compliance with all applicable consumer protection laws and regulations;
- Accurate product descriptions and pricing;
- Proper handling of customer data and payment information;
- Implementation of appropriate terms of sale and privacy policies.
16.2 The Company is not responsible for the Client’s compliance with e-commerce regulations or any issues arising from the sale of products or services through the website.
16.3 Integration with third-party payment processors or e-commerce platforms is subject to their respective terms and conditions.
17. WEBSITE MAINTENANCE AND SUPPORT
17.1 Unless specifically included in the contract, ongoing maintenance and support services are chargeable separately.
17.2 The Company recommends regular website backups and security updates, which may be provided under separate maintenance agreements.
17.3 The Company is not responsible for issues arising from modifications made by third parties.
18. DISPUTE RESOLUTION
18.1 The parties shall attempt to resolve disputes through good faith negotiations.
18.2 If negotiations fail, disputes shall be resolved through mediation before resorting to litigation.
18.3 Any litigation shall be subject to the exclusive jurisdiction of the courts of England and Wales.
19. GENERAL PROVISIONS
19.1 These Terms and Conditions constitute the entire agreement between the parties.
19.2 If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect.
19.3 No failure to exercise any right shall constitute a waiver of that right.
19.4 These Terms and Conditions are governed by English law.
19.5 Notices must be in writing and sent to the last known address or email address of the recipient.
19.6 No third party has any right to enforce any provision of these Terms and Conditions.
19.7 The Company may assign or transfer its rights and obligations under these Terms and Conditions without the Client’s consent.
20. AMENDMENTS AND UPDATES
20.1 The Company reserves the right to update these Terms and Conditions at any time.
20.2 Updated terms will be published on the Company’s website and will apply to all new contracts entered into after the date of publication.
20.3 For existing ongoing contracts, updated terms will apply after 30 days’ written notice to the Client.
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.