In these Website Terms and Conditions (the “Terms and Conditions”)
“The Company”, “we”, “us” and/or “our” means Hamilton Systems Ltd, a company registered in England and Wales under company number 13948217, and with its registered office at 54 Chatsworth Place, Harrogate, North Yorkshire, HG1 5HR.
“HTS” means Hamilton Systems and each of its associates (https://hamiltonsystems.co.uk).
We trade under five brands – Hamilton Systems, Cygnatech Backup, Cygnatech Hosting, Cygnatech Communications & Cygnatech MSP. We all trade under the head office of Hamilton Systems Ltd.
“User”, “Customer”, “you” and/or “your” means any person who uses our Website.
1.1 Please read these Terms and Conditions carefully and make sure that you understand them before you start to use the Website. We recommend that you print a copy of these Terms and Conditions for future reference.
1.2 These Terms and Conditions govern:
- 1.2.1 your access to, and use of, the Website and the content on it; and
- 1.2.2 your submission of any comments, postings, contributions, designs, words, images or other material to the Website (“Contributions”).
1.3 If you choose to subscribe to any publication and/or other services that are available via this Website or any other of our sites then your subscription will be subject to additional terms and conditions which will be notified to you when you subscribe for the relevant publication or service.
Some of the provisions contained in these Terms and Conditions may also be superseded or supplemented by additional terms and conditions or notices published elsewhere on the Website. These will be drawn to your attention where applicable to you. In the event that there is any conflict between these Terms and Conditions and any additional or supplemental terms on the Website (“Additional Terms”), the Additional Terms shall prevail.
1.4 By using the Website you confirm that you accept these Terms and Conditions and that you agree to comply with them.
1.5 We may revise these Terms and Conditions at any time. You should check this page from time to time to take note of any changes we make, as they are binding on you from the date that we make them.
1.6 These Terms and Conditions, any Additional Terms and any contract concluded between us via the Website, are only available in the English language.
2. ACCESS TO OUR WEBSITE, STORE AND SERVICES
2.1 We shall endeavour to provide constant, uninterrupted access to the Website and any content on it, but we cannot and do not guarantee to do so. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. Save where expressly stated otherwise in any Additional Terms, we will not be liable to you if for any reason our Website is unavailable or is withdrawn at any time or for any period.
2.2 You are responsible for making all arrangements necessary for you to have access to our Website.
2.3 By the use of our store you agree that you will use it lawfully and accept that we collect data to fulfil your orders and provide you with a better experience for the store.
2.4 Our store distributes installation files for Cygnatech, Microsoft 365, and other services. These are sent to you only, sharing or distribution is against your license, and revoking without refund may be a consequence of distributing hereby breaking our terms of service.
2.5 Any cancellation requests should be sent to email@example.com and is subject to a 30-day notice period from the day you notify us, the final payment amount due will be invoiced.
2.6 Cancellation of services can be done by either party. Item 2.5 stipulates that the customer cancels but we reserve the right to cancel any or ALL services if the arrears balance goes on longer than 3 days. Forced cancellation may be subject to an administration fee of £100, balances over 3 days are charged a late payment fee as per point 2.9 below.
2.7 Should the cancellation request be after the 16th of the month for Microsoft 365 or the 23rd for any other Service(s) then one full month of subscription will be payable regardless of the number of days left in your contract or since the last payment.
2.8 Re-occurring or invoice payments are subject to Invoices, failure to do so within 7 days of the payment due date we reserve the right to terminate your contract for any and/or ALL services. While we will make every effort to contact you, should the designated contact not reply we may suspend the account and follow up with payment reminder(s).
2.9 Should your invoices fall behind for up to 3 days we reserve the right to charge an additional 10% of the invoice value, for invoices below £200 a £25 charge may be added instead. However, we will only impose this charge after sending out a reminder notice warning about additional charges after 3 days.
2.9.1 If your invoice is overdue by 3 days then we reserve the right to terminate your service(s).
2.9.2 Invoices that fall behind by 14 days are subject to an additional late payment fee and an administration charge for manually sending out chase notifications. Should the payment fall behind by up to 30 days then it may be sent to a Debt Collection Agency.
2.11 This may lead to the debt being reported to Credit Reference Agencies, at this time we report to both individual/personal and business Credit Reference Agencies.
2.12 Card payment(s) are processed securely via Stripe and we accept up to the value of £250, any amount above this could be subject to reversal and the original invoice becoming owed. Please use bank transfer with the following details:
Account Name: Hamilton Systems Systems Ltd Sort Code: 60-83-71 Account: 53421329.
3. TIME PERIOD OF SERVICES
Many of our services carry either 12 /24 or 36-month terms. VoIP Hardware provided with a service is subject to a 36-month contract and cancellation options are laid out in section 4.
At the end of your term then the service will be transferred to a month-to-month contract basis, we require 30 days written notice to cancel any of our Services.
4. TERMINATION OR CANCELLATION OF ACCOUNTS & REFUNDS
Hamilton Systems may terminate this Agreement immediately upon the expiry of the thirty-six (36) month period (unless the contract states otherwise), by serving not less than 1 month’s written notice at any time during the Initial Period. If you terminate the agreement within the Initial Term of thirty-six (36) months, each recurring license will incur a £100 cancellation fee.
If you breach our terms or repeatably fall behind in payments then Hamilton Systems reserve the right to cancel your service and charge the cancellation fee, including the late payment fee(s).
Accounts with Hardware associated with the terms set out above MUST be returned if cancelled to avoid further charges for the value of the hardware device.
Please return any hardware to Hamilton Systems Ltd, 54 Chatsworth Place, Harrogate, North Yorkshire, HG1 5HR.
We may terminate your licenses, at any time, without notice to you, if we believe, in our sole judgment, that you or any user connected to you have breached or may breach any term or condition of these Terms if we believe it is required by law, or otherwise. We reserve the right to terminate your licenses for nonpayment if, by thirty (30) days after an invoice is issued, you have not brought your Account balance current or contacted us regarding reactivation.
If we terminate your Account, all of your Account Data may be deleted. In all cases, if you do not wish your licenses to renew automatically, or you wish to terminate your license agreement before the end of the Initial Term. You must email no less than thirty (30) days explaining you wish to terminate to firstname.lastname@example.org.
You agree that termination or cancellation will not relieve you of any obligation to pay any accrued or termination charges unless stated above. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of the Services.
5. CHANGES TO THE WEBSITE
5.1 We may update the Website from time to time and may change the content of the Website at any time. However, please note that any of the content on the Website may be out of date at any given time, and we are under no obligation to update it.
5.2 The content we provide is strictly our or our partners/vendors’ opinion(s) and we will do our best to provide authentic content but can not be held liable if we make a mistake. Any mistakes will be subject to our verification and correction(s), if you spot something that needs amending then please email email@example.com
6. YOUR CUSTOMER ACCOUNTS AND PASSWORD
6.1 We may choose to restrict access to the Website or to parts of it to registered users.
6.2 If you choose, or you are provided with, a user identification name, code, or password to access certain parts of our Website, you must treat such information as confidential. Your identification name, code, and/or password are non-transferable.
6.3 We have the right to disable any user identification name, code, or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms and Conditions or any Additional Terms.
6.4 If you know or suspect that anyone other than you knows your user identification name, code or password, you must immediately notify us at firstname.lastname@example.org.
6.5 You are liable for any unauthorised use of your username, code, and/or password.
6.6 You must not share the installation or installation file provided to install Cygnatech or any other tool we share.
6.7 Cygnatech Hosting and Cygnatech MSP also provided access to account areas and these are protected against any unauthorised use or fraudulent activity.
6.8 Cygnatech Infinity grants access to WFH (work from home) access, the responsibility of your secure access relies solely on you.
6.9 Our Cygnatech line provides access to other software that is secured via passwords, applications such as Keeper have unrecoverable passwords, it is your responsibility to choose a unique password and keep it safe from easy access.
7. ACCOUNT CHANGES / UPGRADES AND DOMAIN MANAGEMENT
7.1 Domains are subject to the purchase or renewal fee, if the domain has expired it may be subject to a £90 Redemption fee or a £40+VAT administration fee for the time spent recovering the domain.
7.2 Any hosting Service(s) will require the fees to be paid to continue the website functionality, should the fees not be paid there may be a cancellation fee of £100.
7.3 Changes to domains require a £40 administration charge unless you are under a Managed Services contract.
8 ACCEPTABLE USE POLICY
8.1.1 You may only use our Website for lawful purposes. You may not use our Website:
- (a) in any way that breaches any applicable local, national or international law or regulation;
- (b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- (c) to send, knowingly receive, upload, download, use or re-use any material (including Contributions) which does not comply with the Standards (as defined in Clause 5);
- (d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
- (e) to knowingly transmit any data, send or upload any material (including Contributions) that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or adversely affect the operation of any computer software or hardware.
- (f) to share your license or install Cygnatech, Microsoft 365 or other software provided.
- (g) use our Website or Services to take part in any terrorism or criminal activity.
7.1.2 You agree:
- (a) not to reproduce, duplicate, copy or re-sell any part of our Website save where expressly permitted to do so by these Terms and Conditions or any Additional Terms; and
- (b) not to access without authority, interfere with, damage or disrupt:
- (i) any part of our Website;
- (ii) any equipment or network on which our Website is stored;
- (iii) any software used in the provision of our Website; or
- (iv) any equipment or network or software owned or used by any third party.
- (v) Not to sign up for subscriptions that you do not plan to commit to and agree that 30 days notice is always required.
8.2 Interactive Services
8.2.1 We may from time to time provide interactive services on our Website which shall enable you to upload or post Contributions to the Website, including, without limitation:
- (a) comment facilities;
- (b) uploading articles and Knowledge base suggestions;
- (c) chat rooms; and/or
- (d) bulletin boards
- (e) resources, all things Tech
- (f) courses and premium content,
(together “Interactive Services”).
8.2.2 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by a user or from the Contributions posted or uploaded to any Interactive Service by another user whether the Interactive Service is moderated or not.
8.2.3 The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online. Minors who are using any Interactive Service should be made aware of the potential risks.
9.3 Content Standards
9.3.1 The content standards set out in this Clause 5 (“Standards”) apply to any and all Contributions, and to any Interactive Service associated with them.
9.3.2 Any Contributions will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your Contributions, but you are required to grant us and other users of the Website a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Clause 6 (Grant of Licence to Use Contributions).
9.3.3 You must comply with the spirit and the letter of the following standards.
9.3.4 Contributions must:
- (a) be accurate (where they state facts);
- (b) be genuinely held (where they state opinions), and
- (c) comply with applicable law.
9.3.5 Contributions must not:
- (a) contain any material which is trade libellous or defamatory of any person;
- (b) contain any material which is obscene, pornographic, offensive, hateful or inflammatory;
- (c) promote violence or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- (d) be threatening, abusing or invading another user’s privacy, or cause annoyance, inconvenience or needless anxiety;
- (e) be likely to harass, upset, embarrass, alarm or annoy any other person;
- (f) be likely to deceive any person;
- (g) infringe any intellectual property rights, other proprietary rights or the privacy or confidential information of any person;
- (h) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
- (i) advertise any goods or services or be for a commercial purpose;
- (j) give the impression that they emanate from us if this is not the case; or
- (k) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
9.4 Suspension and Termination
9.4.1 If we determine, in our absolute discretion, that you have breached this Clause 5 we may immediately take all or any of the following actions:
- (a) temporarily or permanently withdraw your right to use the Website;
- (b) temporarily or permanently remove any Contribution uploaded by you to our Website;
- (c) restrict or terminate your access to our software or our monitoring tools;
- (d) issue a warning to you;
- (e) issue legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
- (f) take further legal action against you; and/or
- (g) disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
9.4.2 We exclude liability for actions taken in response to breaches of this Clause 5. The responses described in this Clause 5 are not limited, and we may take any other action we reasonably deem appropriate in respect of your breach.
9.4.3 We will not be responsible, or liable to any third party, for the content or accuracy of any Contributions posted by you or any other user of our Website.
9.4.4 You acknowledge that your breach of this Clause 5 may cause damage or loss to us and HTS and you agree to indemnify us and HTS in full against any third party liabilities, claims, costs, loss or damage including consequential losses, incurred as a result of such a breach. If you are a consumer, this means you will be responsible for any loss or damage we suffer as a result of your breach of this Clause 5.
9.4.5 We may provide your identity to a third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy. You also acknowledge that we may be required to hand over such information by order of a court of law.
9.5.1 If you wish to complain about any Contribution posted to an Interactive Service, please email us at email@example.com setting out full details of your complaint. We will then review the Contribution and decide whether it complies with the Standards.
9.5.2 In order to investigate your complaint, we may need to share your identity and the details of your complaint with the user that posted the Contribution that is the subject of your complaint.
9.5.3 The views expressed by other users on our Website or any creations on Cygnatech Hosting, including in any Contributions, do not represent our views or values.
10. GRANT OF LICENCE TO USE CONTRIBUTIONS
10.1 You grant us and HTS a non-exclusive, transferable, perpetual, royalty-free, worldwide licence to copy, use, reproduce, distribute, display, publish, adapt, prepare derivate works of and/or amend any Contribution in any format, including in HTS services and products for any purpose including in relation to the promotion of HTS services and products. This licence shall include the right of any user of the Website to access and use the Contribution in accordance with Clause 10.2 and in connection with the functionality of the Website.
10.3 We reserve the right, at our sole discretion, to make additions or deletions to, to edit, crop or arrange any Contributions prior to publication. We also reserve the right not to publish a Contribution in whole or in part or to remove a Contribution in whole or in part.
10.4 You warrant that you are entitled to grant us the rights set out in Clause 6.1 and that the use by us or HTS of any Contribution submitted by you shall not infringe the rights (including the intellectual property rights and privacy rights) of any third party.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 We are the owners or licensees of all intellectual property rights on the Website. All text, information, graphics, interfaces, photographs, video and other material available on the Website is protected by copyright, trademark and other proprietary and intellectual property laws.
11.2 You may not use any of our intellectual property rights without our express written consent, however, you are permitted to print or save to your individual PC, tablet or storage extracts from this Website for your own personal non-commercial use. This does not include downloading, storing, transmitting, displaying, copying or distributing any materials on the Website, extracting from it, in a structured manner or creating a database in any form comprising all or part of any material on the Website.
11.3 If you are a business user, you may draw the attention of others within your organisation to content posted on our Website.
11.4 You must not modify any paper or digital copies of any materials you have printed off or downloaded from the Website and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
11.5 You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
12.2 You may link to the home page of the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page. We reserve the right to withdraw linking permission without notice.
13. ADVERTISING AND SPONSORSHIP
13.1 The inclusion of any advertising or any sponsorship material on the Website does not constitute an endorsement of the relevant advertiser or sponsor or their goods or services. Any correspondence or dealings you have with advertisers or sponsors are solely between you and the relevant advertiser or sponsor. We shall not be responsible for any loss or damage of any kind suffered or incurred by you as a result of any correspondence or dealings you have with any advertiser or sponsor.
14. DATA PROTECTION AND COOKIES
14.1 Our Privacy and Cookies Policy [www.hamiltonsystems.co.uk/privacy-policy], sets out the terms on which we process any personal data we collect from you, or that you provide to us when using the Website and which sets out information about the cookies we use on the Website. By using our Website, you consent to such processing and you warrant that all data provided by you is accurate.
15. NO RELIANCE ON INFORMATION
15.1 The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on our Website.
15.2 Although we make reasonable efforts to update the information and content on our Website, we make no representations, warranties or guarantees, whether express or implied, that the information and content on our Website are accurate, complete or up-to-date at any time.
16. LIMITATION OF OUR LIABILITY
16.1 Save as expressly provided in any Additional Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
16.2 To the maximum extent permitted by law, we, Hamilton Systems and our respective agents and representatives shall have no liability whatsoever to you or any third party for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your:
- 16.2.1 use of, or inability to use our Website; or
- 16.2.2 use of or reliance on any content displayed on our Website, including your or a third party’s Contribution(s).
16.3 If you are a business, please note that in particular, we will not be liable for:
- 16.3.1 loss of profits, sales, business, or revenue;
- 16.3.2 business interruption;
- 16.3.3 loss of anticipated savings;
- 16.3.4 loss of business opportunity, goodwill or reputation; or
- 16.3.5 any indirect or consequential loss or damage.
16.4 If you are a consumer, please note that we only provide our membership services for your domestic and private use only. You agree not to use our Website for any commercial or business purposes without a prior agreement, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.5 Where we provide Managed Services we will provide valid installation software, including Virus and Malware free software to be able to provide our services.
16.6 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
16.7 Nothing in these Terms and Conditions excludes or limits our liability for:
- 16.6.1 death or personal injury caused by our negligence;
- 16.6.2 fraud or fraudulent misrepresentation; or
- 16.6.3 any other liability that cannot be limited or excluded by law.
17.1 If any provision in these Terms and Conditions is deemed unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible, and the remainder of the Terms and Conditions shall remain in full force and effect.
17.2 Any failure by us to enforce or exercise any provision in these Terms and Conditions shall not constitute a waiver of that provision or any other provision.
17.3 We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms and Conditions to any third party without notice and without the need to receive your consent. You may only transfer, assign, sublicense or pledge your rights or your obligations under these Terms and Conditions to another person if we provide our consent to you in writing.
18. APPLICABLE LAW AND JURISDICTION
18.1 These Terms and Conditions, their subject matter and their formation are governed by English law.
18.2 The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising in connection with these Terms and Conditions (including any non-contractual terms). However, if you are a consumer and are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
19. CONTACT US
To contact us about our Terms, please email firstname.lastname@example.org
Last updated: April 2022.