Our Service Terms

1.Our terms

1.1.What these terms cover. These are the terms and conditions on which we supply products to you, whether these are services or digital content.

1.2.Why you should read them. Please read these terms carefully before you launch any services using our website or API. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

1.3.Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

1. You are an individual.
2. You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.4.If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2.Information about us and how to contact us

2.1.Who we are. We are Civo Ltd registered in England and Wales. Our company registration number is 09568551 and our registered office is at Unit H-K, Gateway 1000, Whittle Way, Stevenage, Herts, England, SG1 2FP.

2.2.How to contact us. You can contact us by email at hello@civo.com or via live chat on our website https://www.civo.com.

2.3.How we may contact you. If we have to contact you we will do so by writing to you at the email address you provided to us or through live chat.

2.4."Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3.Our contract with you

3.1.How we will accept your order. Our acceptance of your order will take place when you create a service through your account. At which point a contract will come into existence between you and us.

3.2.If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product or services. This might be because of unexpected limits on our resources which we could not reasonably plan for, due to a quota limit on your account, because we have identified an error in the price or description of the product or because we are unable to provide the service due to a technical fault.

3.3.How we define a service. For the purposes of these terms, a service includes any digital, virtual or physical item purchased/hired through our website or API (Application Programming Interface). These include but are not limited to: instances (servers), firewalls, DNS hosting, attachable volumes, clusters, networks.

4.Your rights to make changes

4.1. If you wish to make a change to the product or service you have ordered this can be completed by logging into your account and making the change directly there.

5.Our rights to make changes

5.1.Minor changes to the services. We may change the services:

1. to reflect changes in relevant laws and regulatory requirements; and
2. to implement minor technical adjustments and improvements, for example to address a security threat. These changes may affect your use of the product/services, you will be notified if there is likely to be an adverse impact.

5.2.More significant changes to the services and these terms. In addition, we may make changes to these terms, or the services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect.

6.Providing the services

6.1.When we will provide the services. If the services are ongoing, we will supply the services to you until either the services are completed or you end the contract or we end the contract.

6.2.We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract.

6.3.Reasons we may suspend the supply of services to you. We may have to suspend the supply of a service to:

1. deal with technical problems or make minor technical changes;
2. update the product to reflect changes in relevant laws and regulatory requirements;
3. make changes to the product as requested by you or notified by us to you.

6.4.Your rights if we suspend the supply of services. We will contact you in advance to tell you we will be suspending supply of the service, unless the problem is urgent or an emergency. You may contact us to end the contract for a service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than five (5) days and we will only invoice you for the services used before the contract ended.

6.5.We may also suspend supply of the services if you do not pay. If you do not pay us for the services when you are supposed to (see clause 11.1(a)) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend existing services and the supply of further services, until 14 days later when your account will be deleted. We will contact you to tell you we are suspending supply of the services. We will not suspend the services where you dispute the unpaid invoice (see clause 12.8) before the suspension period begins. As well as suspending the services we can also charge you interest on your overdue payments (see clause 12.7).

6.6.We may also suspend the supply of services if you breach our policies. If you are in breach of any of our policies, which includes the Acceptable Use Policy, our Privacy Policy, Cookie Policy or Website Terms we may suspend the supply of services. If we consider the breach to be a fundamental breach of any of our policies, we reserve the right to terminate the agreement with you and stop supplying any services to you, this will potentially include deletion of all data, software and configuration of services in your account.

6.7.Your obligations. You agree that your use of the services is for a lawful purpose.  You will not use our services:

1. In any way that breaches any applicable local, national or international law or regulation.
2. In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
3. For the purpose of harming or attempting to harm minors in any way.
4. To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
5. To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
6. In a way which will have a detrimental impact on our business, our capability of providing services to other third parties or users or the use of the services to any other third parties. As a specific example, using instances to mine/generate cryptocurrencies or run blockchain-based applications is unacceptable.
7. In a way that may breach any third party intellectual property rights.
8. To run an open web proxy or open mail relay. If we suspect that you are doing this, we may assist you in closing it down before suspending the service, however if in our reasonable opinion, we consider the risk to our customers too high we reserve the right to immediately suspend your services.

6.8.Our rights. We reserve the right to access your account including your instances, clusters and storage as required for a managed service, including but not limited to the following purposes:

• Ensuring compliance with our terms
• Compliance investigation
• Legal purposes such as enforcement or investigation
• Statistical analysis and monitoring

Where your account has been accessed, we will process any personal data in accordance with our privacy policy.

7.Club 100 Members

7.1.Who are Club 100 members. Members of Club 100 are users accepted during the first beta phase. If you are a Club 100 member you will have a badge visible on your account pages.

7.2.Benefits of Club 100 membership. Each member will receive a credit on their invoices up to the value of $20 per month to use against any chargeable services such as instances and snapshots. If your Club 100 account is unused for six months we reserve the right to remove any Club 100 membership and free allocation.

7.3.Terms of Club 100 membership. All Club 100 members must provide regular feedback during the beta process. We reserve the right to remove your Club 100 membership and free allocation at any time, if in our opinion, you do not provide adequate feedback.

8.Your rights to end the contract

8.1.You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:

1. If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2; or
2. If you are a consumer and have just changed your mind about the product.

8.2.Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and you will pay us for any outstanding amounts. The reasons are:

1. we have told you about an upcoming change to the services or these terms which you do not agree to (see clause 5.2);
2. we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
3. there is a risk that supply of the services may be significantly delayed because of events outside our control;
4. we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three (3) days; or
5. you have a legal right to end the contract because of something we have done wrong.

9.How to end the contract with us (including if you are a consumer who has changed their mind)

9.1.Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

1. Email. Please provide your name, home address, where available, your phone number and email address to our hello@civo.com address.
2. Online. By using the live chat on our website https://www.civo.com.

9.2.How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid by the method you used for payment. However, we may make deductions from the price, as described below.

9.3.When we may make deductions from refunds. If you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:

1. Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.4.When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.

10.Our rights to end the contract

10.1.We may end the contract if you break it. We may end the contract for services at any time by writing to you if:

1. you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services; or
3. where you have breached our policies.

10.2.You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we may charge you as compensation for the costs we will incur as a result of you breaking the contract.

11.If there is a problem with the product.

11.1.Our Service Level Agreement to you. We will do everything to keep the services running all of the time, however, there may be circumstances where there is an outage of a service, unauthorised access or intangible losses. In the event of an outage, we have a very generous Service Level Agreement ("SLA"), set forth below at clause 11.3

11.2.How to tell us about problems. If you have any questions or complaints about the services, please contact us. You can also make a claim by using the SLA Financial Credit Request form.

11.3.SLA. You can find out more about our Servive Level Agreement by visiting the SLA page

12.Price and payment

12.1.Where to find the price for a service. The price of the services is on the pricing page. We take all reasonable care to ensure that the price of the services advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the service you order.

12.2.We will pass on changes in the rate of VAT. If the rate of VAT changes, we will adjust the rate of VAT that you pay at the time of invoicing.

12.3.What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. Where the service's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the service's correct price at your order date is higher than the price stated to you, we will contact you and will adjust the price before invoicing. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and cancel any services provided to you.

12.4.When you must pay and how you must pay. We accept payment via an approved third party supplier, as indicated on our site. Payment is taken monthly in arrears. We will invoice you at the end of the month in arrears for the services usage in the previous month, billed on an hourly basis in US dollars. By using the services you give us permission to initiate a payment on your behalf for the monthly amount invoiced, a copy of the usage and invoiced amount will be shown in your account on the site.

12.5. We will automatically try to take payment for any services used. If payment fails on numerous occasions within a year, we reserve the right to cancel and delete your account.

12.6.Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12.7.We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

12.8.What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

13.Our responsibility for loss or damage suffered by you if you are a consumer

13.1.We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

13.2.We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products.

13.3.We are not liable for business losses. If you are a consumer we only supply the services for to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.

14.Our responsibility for loss or damage suffered by you if you are a business

14.1. Nothing in these terms shall limit or exclude our liability for:

1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation;
3. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

14.2. All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

14.3. Subject to clause 14.1:

1. 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, or any indirect or consequential loss arising under or in connection with any contract between us; and
2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.

14.4.Back-ups You agree that you are solely responsible for the preservation of your data, including where you have purchased back up services. To the extent permitted by applicable law, we shall have no responsibility to preserve data and we shall have no liability for any data that may be lost, or unrecoverable caused by your failure to back up data or for any other reason.

15.How we may use your personal information

15.1.How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.

15.2.Breach of third party rights or law. We will (where possible) notify you of any takedown notices, or legal requests for your information. However, if your servers are found to be engaged in any of the following, we will proactively share your information with law enforcement agencies:

• Spam;
• Phishing;
• C&C Nodes, botnets;
• DDoS attacks; or
• Net abuse of any kind.

15.3. You assume responsibility for all repercussions your domains, websites and content have "out there" in the world. You agree to defend, indemnify us, our affiliates and related companies and each of our and their representative employers, officer, directors, agent, contractors, directors, suppliers and representatives from all liabilities, claims and expenses including reasonable lawyer fees, that arise from or relate to your use or misuse of, or access to, the services, breach of these terms, infringement of any intellectual property or other right of any person or entity. We reserve the right to assume exclusive control of any matter to which we are named in and seek indemnification from you. You agree to assist and co-operate with us in asserting any available defences.

16.Other important terms

16.1.We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract at any time.

16.2.You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

16.3.Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

16.4.If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16.5.Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

16.6.Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and any dispute shall be resolved by expedited London Court of International Arbitration (LCIA) binding arbitration in London or by the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

16.7.Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and shall be resolved by expedited London Court of International Arbitration (LCIA) binding arbitration in London.