About us
We are a limited company registered in England and Wales under company number 07610787 and have our registered office and trading address at Lanyon House, Mission Court, Newport NP20 2DW. Our VAT number is GB112026478.
You can contact us by telephoning us on : 02921 432 070 or by e-mailing us at hello@karolo.com.
If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to our trading address set out above. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.
Our Contract
On receipt of your enquiry for our services we will provide you with a written proposal setting out the hosting and related services you require (Services), our charges and any other information we deem necessary (Proposal).
It is important you consider the contents of the Proposal carefully as the Services will be supplied in accordance with the Proposal. You are responsible for notifying us if you think there is a mistake or require any changes to the Proposal. We will confirm any changes in writing to avoid any confusion between us.
Before we commence provision of the Services we will require you to provide us with written acceptance of our Proposal (Order).
Your Order constitutes an offer by you to purchase the Services in accordance with these Terms. Your Order will be deemed accepted when we issue you with a written acknowledgement of your Order at which point a contract will come into existence upon these Terms (Contract).
Our Services
We will provide the Services in accordance with our Proposal.
We will commence provision of the Services from the date the Contract comes into existence or such other date as we may otherwise agree and will (subject to the early termination provisions contained in these Terms) continue to provide the Services until either you or we terminate this agreement by giving the other not less than one month’s notice in writing.
The Services will be provided in respect of the website (Site).
Save where it is agreed the Site will only be accessed by a specified group of users, the Site must be used for public access only.
We will use all reasonable endeavours to meet any performance dates set out in the Proposal but such dates are estimates only and time shall not be of the essence for the performance of the Services.
We reserve the right to make any changes to the Services which are necessary to comply with any applicable laws or safety requirements or which do not materially affect the nature or quality of the Services. We will notify you of such changes.
Your obligations
To enable us to perform our obligations we need you to do the following:-
- cooperate with us in all matters relating to the provision of the Services;
- provide us with clear, timely and accurate instructions;
- comply with our reasonable instructions;
- where the Site has not been developed by us you will provide us with a copy of the Site software (Site Software) within the timescale stated in theProposal or otherwise notified to you by us in writing;
- ensure that all Site content (Materials) you provide us with is accurate and complete;
- promptly notify us of any inaccuracies in any information supplied by you and supply us with the correct information;
- you must be the owner of all rights in the Site Software or Materials or be duly authorised to allow us to use the same in the provision of the Services;
- unless we have agreed to obtain the same on your behalf, you will be responsible for obtaining all necessary approvals, licences, consents or permissions to enable us to perform our obligations and you will comply at all times with such approvals, licences, consents or permissions;
- ensure any database which you require us to use in the provision of the Services contains names and contact information which are true and accurate and does not include the names and contact information for those customers/clients or potential customers/clients who have asked to be removed from the said database;
- ensure that all Materials supplied to be incorporated in the Services and the content of any emails or other forms of communication sent through the Servicesdo not infringe any applicable laws or regulations or third party rights and are not deemed indecent, obscene, discriminatory, threatening, blasphemous or offensive in any way (Inappropriate Content). We reserve the right to refuse to incorporate or process any such content in the performance of the Services.
You acknowledge that we have no control over the content to which visitors to the Site post and that we do not monitor the content of the Site. We reserve the right to remove content from the Site where we reasonably believe the content is Inappropriate Content.
You undertake not to :-
(a) store any hidden content on the Site which would not normally be associated with a hosted website e.g. personal pictures, videos or files;
(b) use the Site or our Services to distribute or link to any malware or warez;
(c) use the Services for mass file sharing save as we otherwise agree;
(d) use the Services for the sending of spam or mass-mail;
(e) setup or use our servers as a proxy of any kind;
(f) use our Services to send emails of a fraudulent nature or which might cause annoyance, distress, inconvenience or anxiety or are of an offensive, indecent, obscene, menacing or unlawful nature;
(g) use in the Services, any email address that you are not authorised to use;
(h) knowingly or recklessly infect the Site or our systems with any virus;
(i) attempt to gain access to our systems or websites hosted by us on behalf of other clients.
You may not use our Services in a manner which interferes with the normal operation of our systems or which consumes a disproportionate of our servers. We may throttle the connection or temporarily disable the Site if your use of the Services has an adverse effect on our systems or the services we provide to other clients.
We reserve the right to impose limits on the number of emails or website requests for a period of time to ensure our Services are not affected by large volume sending.
You undertake that you will comply at all times with applicable legislation and regulatory requirements in respect of the Site and your use of our Services and at no time will your Site or our Services be used for any illegal, offensive, indecent or menacing purpose.
It is your responsibility to ensure your Site is used by your visitors in a lawful manner e.g. to ensure compliance with any age restrictions. We are not responsible for policing the lawful use of your Site.
We reserve the right to report to the appropriate authorities any conduct in respect of the Site and the provision of our Services which we believe violates any applicable laws or regulation.
If you choose, or you are provided with, a user identification code, password or any other piece of information in order to protect the security of the Site, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us using the details set out above.
You are responsible for ensuring the Site, its content and your systems are at all times kept up to date and secure and that you have a passive email reputation.
Please note that if you fail to comply with your obligations under these Terms or if our performance of the Services is delayed or prevented by or if we incur a liability as a consequence of an act or omission on your part (or that of your officers, employees, agents or Contractors) or any failure to comply with your obligations (Default):-
(a) we may, without limiting our other rights and remedies, suspend performance of the Services until such time as the Default is remedied;
(b) we will not be liable for any costs, charges or losses you incur or sustain;
(c) you shall reimburse us on written request for any costs or losses we sustain or incur arising from your Default.
Without prejudice to our rights in the event of Default we reserve the right to take down the Site, suspend the Services and quarantine or delete any data stored on our system if we believe the Site or any data on our systems has been hacked, is subject to a virus or has otherwise become corrupted or has the potential to corrupt our systems or any data held on behalf of our other clients on our systems.
Our Charges
Our Charges for carrying out the Services are set out in the Proposal(Charges).
Our Charges are exclusive of VAT which will be added at the rate applicable at the time.
Please note where our Services include the supply of SSL or domain name(s), should you terminate this agreement in accordance with these Terms, the fee paid by you for the SSL or domain name(s) is non-refundable.
Unless we otherwise agree, we will invoice you monthly in advance for our Services. We will require you to set up a direct debit or standing order for our Charges. If additional charges are incurred in the provision of the Services we will invoice you for such charges and payment must be made within 30 days of the date of our invoice.
Any query relating to an invoice must be raised within 48 hours of the date of our invoice otherwise our invoice shall be deemed accepted by you.
Payment by you of all sums due shall be made in full without deduction, set off or counterclaim.
If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):-
(a) suspend the Services with immediate effect until you have paid us the outstanding amount; and/or
(b) charge interest to you on the overdue amount at the rate of 3% a year above the base rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
On occasions we may engage the services of a debt collection agency to collect overdue amounts owed to us. You agree that we may pass your details to such agency for the purpose of collecting in the monies owed to us by you. Should it be necessary for us to engage the services of a debt collection agency to collect monies owed by you to us, you will be liable to pay any costs we may incur with such agency.
Changes to supply
If you require a change to the Services, please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms. No change will be implemented until such time as you and we have agreed the necessary changes and any additional Charges payable.
Intellectual Property Rights
Unless otherwise specified in ourProposal , all patents, rights to invention, copyright, design rights or any other intellectual property rights (IPR) in or arising out of the performance of the Services by us shall belong to us or the third party owner.
Subject to payment of our Charges, we will grant you a non-exclusive licence to use such IPR for the purpose of receiving the benefit of the Services.
You acknowledge that, in respect of any third party IPR we incorporate into the Services, your use of any such IPR is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you. You agree to comply with the terms of any third party licence agreement and to indemnify us against any damages, losses, costs or expenses we incur should you fail to do so.
To the extent you own the IPR in the Site, you licence us to use such IPR to perform the Services.
Unless otherwise agreed, where you require us in carrying out the Services to use any third party IPR, you will be responsible for obtaining any licence or consents required to enable us to use such IPR.
You will indemnify us against any damages, losses, costs or expenses we incur if our use of the Site Software, Materials or any third party IPR you require us to use in accordance with these Terms is deemed to breach the rights of any third party.
If there is a problem with the Services
Providing a high quality of service is very important to us. If you are unhappy about any aspect of the Services please contact us as soon as reasonably possible and give us the opportunity to make good any defect in the Services provided.
Our warranty
We will perform the Services using reasonable skill and care.
Where the Site has been developed by us (Developed Site) we warrant that the Site will perform substantially in accordance with the site specification set out in the Proposal or otherwise agreed in writing (Site Specification) for a period of 3 months (Warranty Period) from the Start Date. The warranty does not apply if the Site has been developed by a third party supplier. If the Developed Site does not perform in accordance with the Site Specification during the Warranty Period we shall at no additional cost carry out any work necessary to ensure the site complies with the Site Specification.
We will use all reasonable endeavours to ensure our Services are available 99.9% of the time. This excludes emergency or planned downtime required for maintenance of our systems.
Our Services and any warranty provided in respect of our Services do not include:-
(a) removing malware from the Site;
(b) supporting website scripts, cms, database or html code;
(c) issues that arise as a consequence of your Site Software, browsers, email and (s) ftp clients;
(d) if your Site is hacked as a consequence of you failing to keep the Site up to date and secure;
(e) if your Site becomes infected with a virus.
If you require our assistance in respect of any of these matters we will undertake this work at our support charges applicable at that time.
Our liability to You
The following provisions set out our entire liability to you (including without limitation any liability for the acts or omissions of our employees, agents and sub-Contractors in respect of:-
(a) any breach of this agreement howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this agreement.
All warranties, conditions and other terms implied by statute or common law are excluded from the agreement to the fullest extent permitted by law.
We do not under any of these Terms exclude or limit in any way our liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or sub-contractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) in any other circumstances where it would be deemed unlawful for us to limit or exclude our liability in any way.
We shall not be liable to you, whether in contract , tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of data, damage to software or any indirect or consequential loss arising under or in connection with this agreement.
Our total liability to you in respect of claims based on events in any calendar year arising under or in connection with this agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Charges payable by you under this agreement in that calendar year.
Termination
Without limiting its other rights or remedies, each party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) to (i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
Without limiting our other rights or remedies, we may terminate this agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this agreement on the due date for payment.
Effect of Termination
Termination of this agreement shall be without prejudice to any rights or liabilities which have accrued at the date of termination.
Should you terminate this agreement in accordance with the above termination rights we will:-
- return to you the Site Software and all Materials supplied to us and shall provide you with an electronic copy of Site (including all content on the Site);
- provide such assistance as is reasonably required to transfer the hosting of the Site to you or another service provider, subject to payment of any expenses we reasonably incur in doing so.
If we terminate this agreement in accordance with the above termination rights all licences granted to you under this agreement shall immediately terminate.
On termination of this agreement you will immediately pay all outstanding unpaid invoices and interest and in respect of Services carried out, but for which no invoice has been raised (including but not limited to materials ordered for incorporation into the Services) we shall submit an invoice for all charges then due which you will pay immediately upon receipt.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation planning restriction, legislative changes, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, adverse weather conditions, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications network services.
If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
(c) If an Event Outside Our Control prevents us from commencing or restarting the Services within 3 months of the date of suspension, we reserve the right to review the Charges and to revise the same to take account of any increased costs in respect of the Services. We will advise you of any increased costs. Should you not agree to the increased costs, you may terminate this agreement.
Personal Data
For the purpose of this section Data Protection Legislation means up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
We each agree to comply with our respective obligations under the Data Protection Legislation.
How we use your personal data is set out in our Privacy Policy.
Where we are required in the performance of the Services to process personal data on your behalf:-
- you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this agreement;
- we shall:-
- only process that personal data in accordance with your written instructions, unless we are required under a legal requirement to process the personal data. Where we are under a legal obligation to process the personal data we will notify you before performing this processing unless we are prohibited from doing so;
- ensure we have in place appropriate technical and organisational measures reviewed and approved by you to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that our personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
- not transfer any personal data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
- you or we have provided appropriate safeguards in relation to the transfer;
- the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
- we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- we comply with your reasonable instructions notified to us advance with respect to the processing of the personal data;
- assist you, at the your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach;
- at your written direction, delete or return personal data and copies thereof to you on termination of this agreement unless we are required by law or regulation to store the personal data; and
- maintain complete and accurate records and information to demonstrate our compliance with the obligations imposed upon us under this clause.
We reserve the right at any time to revise the above data processing provisions by replacing the same with applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
Confidentiality
We each undertake that we will not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted below.
We each may disclose the other’s confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under this agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under this agreement.
Other important terms
This agreement constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, assurance, representation, assurance or warranty made or given by or on behalf of us which is not set out in this agreement.
We may transfer or subcontract our rights and obligations under this agreement to another person or organisation, but this will not affect your rights or our obligations under this agreement.
Save as permitted under these Terms, no variation to these terms shall be valid unless agreed in writing by us.
You may only transfer your rights or your obligations under this agreement to another person if we agree in writing.
This agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
Each of the paragraphs of these Terms operates separately.
If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
This agreement is governed by English and Welsh law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.