These terms are intended primarily for business engagements. They form part of a contract only when incorporated into an accepted proposal, statement of work or order. Reading the website or sending an enquiry does not itself create a contract. Mandatory consumer rights remain protected.
1. Parties and agreement
The supplier is GOLDCRESTCODE LTD, company number SC810777, registered in Scotland with its registered office at Belmont Road, Aberdeen, Scotland, AB25 3SR (“we”, “us” or “Supplier”). The “Client” or “you” is the person or organisation identified in the accepted proposal or statement of work.
The accepted documents must identify the services, scope, price, payment stages, material assumptions, deliverables and any ongoing commitments. Electronic acceptance, including an express acceptance by email, can form a contract. A person accepting for an organisation must have authority to do so. An enquiry, initial discussion or indicative estimate is not acceptance of an engagement.
2. Contract documents and changes to these terms
The contract comprises the expressly accepted statement of work, proposal or order, any applicable data-processing schedule, and the version of these terms incorporated at acceptance. The data-processing schedule takes priority on data-protection matters. On other matters, the expressly accepted statement of work takes priority, followed by the proposal or order, then these terms. Mandatory law prevails in all cases. Client purchasing terms apply only if we expressly accept them in writing.
Updating the website does not change an existing contract. A change to an existing contract, including its charges or these terms, requires agreement in writing unless that contract already provides a specific lawful mechanism for the change. “In writing” includes email.
3. Services and delivery
We will carry out the agreed services with reasonable care and skill. Scope, dependencies, timetable, acceptance criteria and any support or warranty period must be identified for the engagement. Dates are estimates unless expressly agreed as binding. If Client dependencies delay work, we will explain the effect and agree any material reprogramming or additional charges before carrying out chargeable additional work.
Hosting, maintenance, monitoring, security updates, backups, restoration, content changes and operation of a client application are included only to the extent expressly agreed. A website build or repository handover does not itself include ongoing management. We may use appropriate subcontractors and third-party platforms while remaining responsible for our own contractual obligations.
4. Client inputs and approvals
You must provide the access, decisions, accurate information, lawful content and personnel reasonably needed for the agreed work. You are responsible for rights and permissions in materials you supply, the accuracy of your business claims, and decisions about your own customers and users. We may decline an instruction that is unlawful or presents an unreasonable security risk.
Please use synthetic or appropriately anonymised test data where practicable and an agreed secure route for credentials. Backup and recovery responsibilities must be allocated in the scope. Where we have not agreed to provide them, you remain responsible for maintaining suitable recoverable copies of your own materials and business records. This does not excuse our failure to perform any responsibility we have accepted.
5. Changes to scope
Either party may request a change. We will explain the effect on deliverables, fees, timetable and dependencies. Changed work, including chargeable investigation or rework, requires written agreement before it begins. A request alone does not authorise additional charges or expand an agreed monthly allowance.
6. Fees and third-party charges
GoldcrestCode is not currently VAT registered and does not charge VAT. Published GoldcrestCode prices are the total fees for the stated scope. Fees, deposits, payment stages and any approved expenses must be set out before agreement. Unless the accepted proposal states otherwise, invoices are due within 14 days. Please notify us promptly of a genuine invoice dispute and pay the undisputed amount on time. This does not remove any statutory right to dispute charges.
Domain registrations, paid hosting, licences, usage charges and other third-party services must be identified as included or separately payable. We will not commit you to an additional paid service without authority. Any future change to our tax status must be reflected lawfully in the price agreed for the relevant order; it does not create an unrestricted right to increase an accepted total price.
For overdue business debts, statutory interest and recovery costs may be claimed where applicable. Any suspension for non-payment must follow clause 15. No deposit is automatically non-refundable merely because it is called a deposit; cancellation and payment consequences depend on the agreed contract and applicable law.
7. Review and acceptance
The proposal should state a reasonable review period and objective acceptance criteria. You must review the deliverable and identify any material failure against those criteria in reasonable detail. We will investigate and correct failures for which we are responsible, without charging for bringing the agreed work into conformity.
For business Clients, where a review period has been expressly agreed, acceptance occurs on written approval or deliberate live use other than agreed testing. If you do not respond, we may give written notice and a further reasonable opportunity to identify a material non-conformity before treating the deliverable as accepted. Acceptance does not waive rights concerning latent defects, our breach of contract or mandatory statutory remedies.
8. Intellectual property and source code
Each party retains its pre-existing materials and independently developed tools, methods and know-how. We retain reusable components and generic development methods that do not disclose Client confidential information. Client-supplied content remains yours or your licensors’. You authorise us to use it only as necessary to perform the engagement.
The proposal must state whether bespoke deliverables are assigned to you or licensed, and the scope of any licence. An agreed copyright assignment must be in writing and signed by or on behalf of the rights holder. It takes effect only when its stated conditions, including payment, are satisfied. Providing repository access or source files is not by itself a copyright assignment.
Unless a different arrangement is expressly agreed, after payment of all fees due for the relevant deliverable we grant you a perpetual, worldwide, non-exclusive licence to use, display publicly where relevant, operate, maintain and modify that deliverable for the agreed business purpose. You may permit hosting and maintenance providers to act on your behalf for that purpose. This does not permit separate resale or licensing of our reusable components. Third-party and open-source materials remain subject to their own licences, which must be respected.
We may retain general skills and experience gained from an engagement without using or disclosing your confidential information. Publicity using confidential project details or an identifiable client endorsement requires permission; these terms do not grant a blanket right to publish your materials.
9. Confidentiality
Each party must use the other’s confidential information only for the engagement, protect it with reasonable care and limit disclosure to people who need it and are subject to appropriate confidentiality obligations. This does not cover information lawfully public, already held without restriction, independently developed or lawfully received from another source. Legally required disclosure is permitted, with advance notice where lawful and practicable.
10. Data protection and security
Our Privacy Notice describes our use of our own business-contact information. Data-protection roles for a client project depend on what the parties actually do. Describing us as a software house, or omitting a service from a proposal, does not disapply the law where personal information is in fact processed.
Access to live personal information, or hosting or support that involves processing it on your behalf, requires appropriate authorisation and the necessary data-processing terms before that processing begins. These must address instructions, purpose and duration, confidentiality, security, subprocessors, international transfers, assistance with rights and breaches, return or deletion, and audit information as applicable.
We will apply the technical and organisational measures appropriate to the agreed processing and the law. Account access, backup and restoration, incident contacts and each party’s operational responsibilities should be expressly allocated. No connected system is guaranteed completely secure. You remain responsible for lawful collection, your own access decisions and controls outside our agreed scope; we remain responsible for obligations the law or contract places on us.
11. AI-enabled features and commercial outcomes
An AI engagement must identify the intended use, relevant services, permitted information, human-review requirements and material limitations. AI output can be inaccurate, incomplete or unsuitable. Appropriate human checking is required before relying on output, especially for safety, legal, financial, employment or other significant decisions. We do not supply regulated professional advice through an AI demonstration or estimator.
You must not submit unlawful or unnecessarily sensitive information to an AI service. Any use of confidential project information for model training requires express written authority; provider retention or reuse terms must be considered when agreeing the service. These provisions do not remove our responsibility for the design, configuration or service commitments we accept.
Unless an express commitment is agreed, we do not guarantee search rankings, enquiry volumes, sales, revenue, cost savings or uninterrupted availability of third-party services. Website estimators describe scenarios based on assumptions and do not promise a business result.
12. Unmanaged handover and optional care
The £495 website starter is an unmanaged build within the published and agreed scope, including up to three pages. There is no recurring management fee payable to GoldcrestCode for that unmanaged arrangement. Any domain, paid hosting or third-party charges are payable as agreed, usually directly by the Client. We can assist with setup and handover; after handover you are responsible for the ongoing tasks not expressly retained by us.
Optional care is a separate agreed service. The published Essential, Business and Growth fees are £39, £79 and £149 per month respectively. Business includes 30 minutes of agreed content changes per month; Growth includes 90 minutes in total, not 90 additional minutes. Essential content changes, major development, advertising and work outside an agreed allowance are separately quoted.
Before a care plan starts, its written scope must specify the hosting arrangement and any limits or additional charges, start date, billing period, minimum term if any, cancellation notice, treatment of unused time, support hours and response arrangements, and any backup or restoration service. Priority support is a scheduling priority, not an unspecified guaranteed response or resolution time. Availability monitoring and security review do not promise continuous uptime or prevention of every incident.
13. Defects and responsibility
Please report a suspected defect with sufficient information for investigation. We will investigate and correct a reproducible failure to meet our agreed obligations within a reasonable time. A separately stated support or warranty period does not remove remedies for an earlier breach or any mandatory rights.
We are not responsible to the extent an issue is caused by unauthorised changes, misuse, unsupported systems or Client or third-party failures outside our responsibility. Reliance on a third-party platform does not excuse a failure in our own selection, configuration or agreed management of it. Reasonable care and skill and any express specification remain part of our obligations.
14. Liability
Nothing in the contract excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, obligations as to title that cannot lawfully be restricted, or any other liability that the law does not permit to be excluded or restricted. This clause does not restrict a data subject’s statutory rights or a regulator’s powers.
The following allocation applies to business Clients only, subject to the preceding paragraph and applicable legal requirements of fairness and reasonableness. Neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, business opportunity, goodwill or anticipated savings, whether direct or indirect. This does not excuse payment of properly due contract charges or exclude the reasonable direct cost of correcting defective deliverables where recoverable under the contract.
Unless a different cap is expressly agreed, our total aggregate liability arising from a particular one-off project, whether in contract, delict (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid or payable for that project. For recurring services, our total aggregate liability under the relevant recurring-service agreement is limited to the fees paid or payable for the 12 months immediately before the first event giving rise to liability or, if the service has run for less than 12 months, the fees paid or payable for its first 12 months. Related events arising from the same cause are treated as one event. The cap is not renewed by making a further claim about that event.
Each party must take reasonable steps to mitigate its loss. The business loss exclusions and financial caps above do not apply to consumers. Consumer liability and remedies remain subject to mandatory law.
15. Suspension, cancellation and termination
Either party may terminate for a material breach that is not remedied within 14 days of written notice identifying it, or immediately where the breach cannot be remedied or continuing the engagement would be unlawful. Any agreed right to end an engagement for convenience, including a care plan, must be stated in the proposal. Statutory cancellation and termination rights remain unaffected.
We may suspend the affected services where reasonably necessary to deal with serious misuse, an urgent security risk or a material failure to pay undisputed sums when due. Except where urgent action is needed or notice is prohibited by law, we will give written reasons and a reasonable opportunity to remedy the issue. Suspension must be proportionate and affected services restored when the grounds are resolved.
On termination, charges for work properly performed and authorised, reasonably unavoidable third-party commitments are payable, subject to any right to a refund or other remedy. We must account for payments already made and refund any amount not properly due. Handover, account access and return or deletion of information must follow the contract and applicable data-protection duties. There is no right under these terms to retain personal information contrary to law as security for payment. Provisions intended to continue, including accrued payment rights, confidentiality, intellectual property and lawful liability limits, survive termination.
16. Consumers
Our services are marketed primarily to businesses. If you contract wholly or mainly outside your trade, business, craft or profession, applicable consumer rights prevail. Nothing removes rights concerning reasonable care and skill, binding information about the service, repeat performance, a price reduction or other mandatory remedies. Website disclaimers cannot cancel information that is legally binding on us.
For a distance or off-premises service contract, the statutory cancellation period is normally 14 days after the contract is made, subject to the applicable rules. A clear cancellation statement may be emailed to info@goldcrestcode.com or posted to our registered office. Use of a particular form is not required. We must provide the required pre-contract information, cancellation instructions and any model form before you are bound.
Starting work during that period requires your express request and the information required by law. A proportionate charge on cancellation is payable only where the legal conditions are met. Losing the cancellation right after full performance requires the express request and acknowledgement required by law. Digital content may have different consent and acknowledgement requirements, which must be addressed separately where applicable. Merely describing software or a website as bespoke does not automatically remove a statutory cancellation right.
17. Events outside reasonable control
A party is not responsible for delay to the extent caused by an event outside its reasonable control that it could not reasonably prevent or overcome. It must notify the other party and take reasonable steps to reduce the effect. This does not excuse payment already due, remove agreed continuity responsibilities, or override a statutory right to end the contract or obtain a refund.
18. General
A transfer of contractual obligations requires the other party’s consent unless an applicable agreed term or law permits otherwise. A failure to enforce a right immediately does not waive it. An unenforceable provision does not automatically invalidate the remaining contract. The contract does not create a partnership, agency or employment relationship. Except where expressly agreed, it does not confer enforceable rights on a third party; mandatory statutory rights remain unaffected.
19. Law and disputes
The contract and non-contractual obligations are governed by Scots law. Business parties will first try to resolve a dispute through authorised representatives, without preventing urgent relief or steps needed to preserve a claim. The Scottish courts have exclusive jurisdiction for business disputes. Consumers retain any mandatory protection and right to use the courts of their home jurisdiction.
20. Contact and notices
Contractual notices must follow any method expressly stated in the accepted proposal. Otherwise, notices to us may be sent to info@goldcrestcode.com or our registered office. Court proceedings and documents requiring a particular form of service must follow the applicable rules. Please keep your agreed contact details current.